EXHIBIT 10 ---------- FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN ARMSTRONG HOLDINGS, INC. AND MICHAEL D. LOCKHART DATED AUGUST 7, 2000 This Amendment to the Employment Agreement dated August 7, 2000 ("Employment Agreement") between ARMSTRONG HOLDINGS, INC. ("Company") and MICHAEL D. LOCKHART ("Executive") is made and effective as of February 26, 2001 by the Company and Executive. RECITALS: A. The Company and Executive are parties to the Employment Agreement which sets forth the material terms and conditions of Executive's employment with the Company, including Executive's right to annual long-term incentive awards to permit cash incentive awards in lieu of grants of stock options and performance restricted shares. B. The Company and Executive desire to modify the Employment Agreement with respect to annual long-term incentive awards to permit cash incentive awards in lieu of grants of stock options and performance restricted shares. AGREEMENT: In consideration of the premises and the mutual covenants set forth herein, the Company and Executive hereby agree to amend the Employment Agreement as follows: 1. Section 5.4 (b) of the Employment Agreement is amended by adding the following new provisions at the end thereof: Notwithstanding the preceding sentence, the Company may provide the Executive with his annual long-term incentive award in the form of cash incentive awards rather than stock option and performance restricted share grants. Such cash incentive awards shall be based on the achievement of performance measures covering a period of more than a single year, as established by the Management Development and Compensation Committee in its discretion. 2. In all other respects, the provisions of the Employment Agreement shall continue in effect and are hereby confirmed. The parties hereto have executed and delivered this Amendment as of the date noted in the first paragraph hereof. ARMSTRONG HOLDINGS, INC. By: --------------------------------- Name: Matthew J. Angello Title: Sr. Vice President The undersigned Armstrong World Industries, Inc., agrees to be jointly and severally bound by the terms of this Amendment, including specifically with respect to the obligations of the Company hereunder. ARMSTRONG WORLD INDUSTRIES, INC. By: --------------------------------- Name: Walter T. Gangl Title: Assistant Secretary ---------------------------------- MICHAEL D. LOCKHART