EXHIBIT 10(iii)(d)
MANAGEMENT ACHIEVEMENT PLAN
PLAN TEXT AND ADMINISTRATIVE GUIDELINES
ADOPTED BY BOARD OF DIRECTORS
NOVEMBER 28, 1983
AS AMENDED DECEMBER 13, 1999
ARMSTRONG WORLD INDUSTRIES, INC.
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MANAGEMENT ACHIEVEMENT PLAN FOR KEY EXECUTIVES
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(PLAN TEXT)
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1. Purpose
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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 individual employees
can make to the achievement of Company goals. Its 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 and business unit 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 and business unit goals. When the
year is over, the results actually achieved will be evaluated against these
goals to determine the amount, if any, of additional compensation earned by
individuals participating in the Plan.
2. Administration
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The Plan shall be administered by the Management Development and
Compensation Committee (the "Committee") of the Board of Directors with the
advice and counsel of the Chief Executive Officer of the Company.
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
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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
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substantial impact on the achievement of organization goals. The Chief
Executive Officer will annually determine the non-officer participants and
recommend officer participants to the Committee.
4. Incentive Awards
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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
incentive awards which shall be paid for the year.
B) At the same time, the Chief Executive Officer shall recommend to the
Committee a target award expressed as a percentage of salary for each
participant.
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 recommend to the Committee the incentive amount
earned by the participants.
D) Absent specific Board authorization to the contrary, no awards under
the corporate achievement segment of the Plan shall be authorized as to
any year in which the consolidated Company results fail to achieve a
minimum return on stockholders' equity of 8.5%.
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
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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.
5. Time of Payment
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Awards under this Plan shall be paid as soon as practicable after the
yearly financial results have been determined.
6. Miscellaneous Provisions
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A) Condition of Award - Plan participants who retire, become disabled, die
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or are involuntarily terminated for reasons other than cause on or
after the last workday of March may be eligible for awards on a
prorated basis. 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 unless otherwise approved by the
Committee.
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B) No Assignment or Transfer - Awards are payable only to the participant,
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except in the case of death or legal incapacity at the time of payment,
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
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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
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awards hereunder paid all taxes required by law to be withheld with
respect to such awards.
E) Funding of Plan - The Company shall not be required to establish any
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special or separate fund or to make any other segregation of assets to
assure the payment of any award under the Plan.
7. Effective Date of the Plan
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The effective date of the Plan shall be November 28, 1983.