Exhibit 10(iii)(j)
THOMASVILLE FURNITURE INDUSTRIES, INC.
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THOMASVILLE VALUE PLAN
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Section 1. Purpose
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The purposes of the Thomasville Value Plan (the "Plan") are: (a) to enhance
the value, growth and profitability of Thomasville Furniture Industries, Inc.,
a Pennsylvania corporation ("Thomasville" or the "Company"), by providing the
incentive of long-term rewards to key employees who are capable of having a
significant impact on the performance of Thomasville and; (b) to attract and
retain key employees of outstanding competence and ability.
Section 2. Definitions
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For the purpose of the Plan, the following terms shall have the meanings
indicated:
(a) "Armstrong" means Armstrong World Industries, Inc., and any
corporation, partnership, or other organization of which Armstrong
owns or controls, directly or indirectly, not less than 50 percent
of the total combined voting power of all classes of stock or other
equity interests. For purposes of this Plan, the term "Armstrong"
shall include any successor thereto.
(b) "Board" means the Board of Directors of Thomasville.
(c) "Committee" means the Compensation Committee of the Thomasville
Board of Directors.
(d) "Common Stock" means the Common Stock, par value $1.00 per share,
of Armstrong World Industries, Inc., a Pennsylvania corporation.
(e) "Disability" means total and permanent disability within the
meaning of Section 22(e)(3) of the Code.
(f) "Fair Market Value" means the closing price of the Common Stock as
reported on the New York Stock Exchange Composite Tape on the
applicable date or, if no sales were made on such date, on the next
preceding date on which the sales of the Common Stock were made.
(g) "Investment Award" means a right to earn an award based upon
Thomasville attaining designated performance goals established by
the Committee.
(h) "Investment Period" means a period of four consecutive years,
beginning at the end of each year of the Performance Period during
which time Thomasville Phantom Shares earned can gain or lose
value.
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(i) "Participant" means any key employee who has met the eligibility
requirements set forth in Section 4 hereof and to whom a grant has
been made and is outstanding under the Plan.
(j) "Performance Period" means, in relation to an Investment Award, any
period for which performance goals have been established.
(k) "Retirement" means termination from employment with Armstrong after
the Participant has attained age 55 and has completed five years of
service with Armstrong or termination of employment under
circumstances which the Committee deems equivalent to retirement.
(l) "Thomasville Phantom Share" means a stock unit equivalent of
Thomasville which unit does not convey to the Participant holder
any interest, right, or title to Thomasville.
Section 3. Administration
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The Plan shall be administered by the Committee which shall consist of
appointed directors of the Company, none of whom is eligible to participate in
the Plan. Subject to the provisions of the Plan and to directions by the
Board, the Committee is authorized to interpret the Plan, to adopt
administrative rules, regulations, and guidelines for the Plan, and to impose
such terms, conditions, and restrictions on grants as it deems appropriate.
Section 4. Eligibility and Participation
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Participation in the Plan shall be limited to officers, who may also be members
of the Board of Directors, and other key employees of the Company. The
Committee retains the right to discontinue a Participant's participation in the
Plan in the event of transfer to a new position within the Company, transfer to
an Armstrong affiliate, or under circumstances which the Committee determines
to warrant such action.
Section 5. Awards Under the Plan
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5.1 Target Investment Award
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For each year of the Performance Period, a Participant shall be assigned a
target Investment Award. The amount of the Investment Award shall vary
depending on the Participant's level of responsibility. Each Participant shall
receive a written document indicating the target Investment Award amount for
each year of the Performance Period.
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5.2 Performance Goals
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At any time before or during a Performance Period, the Committee shall
establish one or more performance goals for such Performance Period. In
establishing the performance goals, the Committee shall determine both a
minimum performance level, below which no Investment Award shall be earned, and
a performance schedule under which the amount of the Investment Award earned
may be less than, equal to, or greater than the target amount.
5.3 Determination of Investment Award Amount and Conversion to
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Thomasville Phantom Shares
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At the conclusion of each year of the Performance Period, the amount of the
Investment Award earned, if any, shall be determined as specified in the
performance schedule. The Investment Award amount earned shall be converted to
Thomasville Phantom Shares in accordance with a method specified by the
Committee. The Thomasville Phantom Shares earned shall be credited to an
account to be maintained for each such Participant for the duration of the
Investment Period or such longer period as specified by the Participant.
5.4 Investment Period
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The Committee shall establish an Investment Period which shall be a period of
four consecutive years, beginning at the end of the year in which an Investment
Award is earned. During the Investment Period, Thomasville Phantom Shares
shall be subject to the risk of forfeiture. Further, during such Investment
Period, the Participant shall not be permitted to sell, assign, transfer,
pledge or otherwise dispose of Thomasville Phantom Shares that have been
earned. The Committee may provide for the lapse of such restrictions in
installments and may accelerate or waive such restrictions, in whole or in
part, based on such factors as the Committee may determine.
5.5 Payment of Awards
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Following the lapse of the Investment Period, a Participant shall have the
right to receive payment in cash or in shares of Armstrong Common Stock, or may
elect to continue to hold Thomasville Phantom Shares. The President of
Thomasville Furniture Industries, Inc. shall not be permitted to receive
payment in Armstrong Common Stock. The value of the Thomasville Phantom Shares
shall be determined in accordance with a method specified by the Committee.
The number of shares of Armstrong Common Stock awarded shall be based on the
Fair Market Value on the date of conversion.
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If a Participant elects to continue to hold Thomasville Phantom Shares beyond
the Investment Period not subject to a deferral agreement, the Participant
shall be permitted to receive payment in cash or in shares of Armstrong Common
Stock at the beginning of each subsequent year based on the current value of
the Thomasville Phantom Shares. The President of Thomasville shall not be
permitted to receive payment in Armstrong Common Stock.
A Participant may elect to defer receipt of the awards pursuant to Section 8
hereof.
Section 6. Transfer to an Armstrong Affiliate
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In the event a Participant transfers to an Armstrong affiliate:
(a) The Committee shall determine if the Participant shall be entitled
to receive an Investment Award for the year in which such transfer
occurs.
(b) All restrictions shall remain in effect on all Thomasville Phantom
Shares earned under the Plan unless otherwise provided for by the
Committee.
(c) At the conclusion of any Investment Period following such transfer,
the Committee has the right to require the Participant to take
payment in cash or in shares of Armstrong Common Stock. Any
Participant who is subject to Section 16 of the Securities Exchange
Act of 1934, as amended, shall not have the option to receive
Armstrong Common Stock.
Section 7. Termination of Employment
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(a) In the event a Participant terminates employment with Armstrong on
or after July 1 by reason of death, Disability, or Retirement, the
Participant or the Participant's designated beneficiary, shall be
entitled to receive payment with regard to an outstanding
Investment Award prorated for the number of months of employment
during the year in which such termination occurs. In the event a
Participant terminates employment with Armstrong prior to July 1,
the Participant shall not be entitled to receive an Investment
Award.
(b) In the event a Participant terminates employment with Armstrong by
reason of death or Disability, restrictions shall lapse on all
Thomasville Phantom Shares earned which are subject to restriction
at the time of termination. If termination of employment is by
reason of death, the Participant's designated beneficiary shall be
entitled to receive the Participant's award payment under the Plan.
If termination of employment is by reason of retirement, any
applicable Investment Period shall continue in effect, but in no
event beyond the end of the calendar year of the three-year period
following the Participant's Retirement.
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(c) In the event a Participant terminates employment with Armstrong for
any reason other than death, Disability or Retirement, the
Participant shall forfeit all rights to earn an Investment Award
and Thomasville Phantom Shares not held for the full duration of
the Investment Period unless otherwise provided for by the
Committee.
(d) Notwithstanding Sections 7(a) and 7(b), in the event a
Participant's employment with Armstrong is terminated under special
circumstances, the Committee may, in its sole discretion, continue
a Participant's rights to earn any or all Investment Awards in the
year of termination and waive in whole or in part any or all
remaining restrictions applicable to outstanding Thomasville
Phantom Shares.
Section 8. Deferral of Payment
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At the discretion of the Committee, a Participant may be offered the right to
defer the receipt of all or any portion of an award payment beyond the
conclusion of the Investment Period. Such right shall be exercised by
execution of a written agreement by the Participant at least one year in
advance of the end of the Investment Period. Award payments may be deferred in
the form of (1) Thomasville Phantom Shares or (2) shares of Armstrong Common
Stock based on the Fair Market Value at the end of the Investment Period. The
President of Thomasville shall not be permitted to defer payment in the form of
Armstrong Common Stock.
If a Participant elects to defer in the form of Armstrong Common Stock, the
shares of Common Stock subject to the deferral shall remain in the custody of
Armstrong. Cash dividends paid with respect to these shares shall be
reinvested to purchase additional shares of Common Stock that shall be subject
to the same deferral provisions.
If a Participant elects to defer in the form of Thomasville Phantom Shares, at
the conclusion of the deferral period the Participant may elect to receive
payment in cash or in shares of Armstrong Common Stock. The value of the
Thomasville Phantom Shares shall be determined in accordance with a method
specified by the Committee. The number of shares of Armstrong Common Stock
paid shall be based on the Fair Market Value at the end of the deferral period.
Section 9. Changes to Method of Thomasville Phantom Share Valuation
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The Committee reserves the right to adjust the method by which Thomasville
Phantom Shares are valued. Such changes may be triggered by investments,
acquisitions, divestitures, distributions, changes in tax or accounting
policies, or other unusual or extraordinary events.
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Section 10. Miscellaneous
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10.1 No Right to Employment
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Nothing contained in the Plan, nor in any grant pursuant to the Plan,
shall confer upon any Participant any right with respect to continuance
of employment by the Company or Armstrong, nor interfere in any way with
the right of the Company or Armstrong to terminate the employment or
change the compensation of any employee at any time.
10.2 Nontransferability
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A Participant's rights under the Plan, including the right to any
amounts or shares payable, may not be assigned, pledged or otherwise
transferred except, in the event of a Participant's death, to the
Participant's designed beneficiary or, in the absence of such a
designation, by will or by the laws of descent and distribution.
10.3 Designation of Beneficiary
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A Participant may designate, in writing delivered to the Company before
the Participant's death, a person or persons to receive, in the event of
the Participant's death, any rights to which the Participant would be
entitled under the Plan. If a Participant fails to designate a
beneficiary, then the Participant's estate shall be deemed to be the
beneficiary.
10.4 Withholding
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Armstrong shall have the right to require the Participant to satisfy any
federal, state, local or other tax withholding requirements unless the
Participant elects to defer receipt of award payments pursuant to
Section 8 hereof.
10.5 Governing Law
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The Plan shall be construed and its provisions enforced and administered
in accordance with the laws of the Commonwealth of Pennsylvania
applicable to contracts entered into and performed entirely in such
State.
10.6 Rights as a Shareholder
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The recipient of any grant under the Plan shall have no rights as a
shareholder with respect thereto unless and until certificates for
shares of Common Stock are issued to such recipient.
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10.7 Unfunded Plan
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Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create (or be construed to create) a trust or
separate funds. With respect to any payment not yet made to a
Participant, nothing contained herein shall give any Participant any
rights that are greater than those of a general creditor of Armstrong.
10.8 Other Compensation Plans
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No payment under the Plan shall be taken into account in determining any
benefits under any retirement, group insurance, or other employee
benefit plan of Armstrong. Nothing contained in this Plan shall
prevent the Company from adopting other or additional compensation
arrangements, subject to Armstrong shareholder approval if such approval
is required.
10.9 Termination of Employment - Certain Forfeitures
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Notwithstanding any other provision of the Plan and except for
Thomasville Phantom Shares held for the duration of the Investment
Period or Armstrong Common Stock which would otherwise be free of
restrictions and the receipt of which has been deferred pursuant to
Section 8, a Participant shall have no right to earn an Investment Award
or receive payment of the value of any Thomasville Phantom Shares if:
(1) the Participant is discharged for willful, deliberate, or gross
misconduct as determined by the Committee in its sole discretion or (2)
if following the Participant's termination of employment with
Armstrong, and within a period of three years thereafter, the
Participant engages in any business or enters into any employment which
the Committee in its sole discretion determines to be (a) directly or
indirectly competitive with the business of Armstrong or (b)
substantially injurious to Armstrong's financial interest. A
Participant may request the Committee in writing to determine whether
any proposed business or employment activity would justify such a
forfeiture. Such a request shall fully describe the proposed activity
and the Committee's determination shall be limited to the specific
activity so described.
Section 11 Amendment and Termination
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The Board may modify, amend, discontinue or terminate the Plan without the
consent of Armstrong shareholders or Participants, except that, without the
approval of the shareholders of Armstrong, no amendment, discontinuation or
termination shall be made if Armstrong shareholder approval is required by any
federal or state law or regulation.
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Section 12. Shares Subject to the Plan
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The total number of shares of Armstrong Common Stock that may be distributed
under the Plan shall be 100,000. Shares of Armstrong Common Stock distributed
under the Plan may be treasury shares or authorized but unissued shares. No
fractional shares shall be issued under the Plan.
Section 13. Effective Date and Duration of Plan
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The Plan shall become effective on January 1, 1993 and remain in effect until
terminated by the Board.