Exhibit No. 10(iii)(e)
RETIREMENT BENEFIT EQUITY PLAN
OF
ARMSTRONG WORLD INDUSTRIES, INC.
This Retirement Benefit Equity Plan has been authorized by the Board of
Directors of Armstrong World Industries, Inc. to be applicable effective on and
after January 1, 1976 to pay supplemental retirement benefits to certain
employees of the Company who have qualified or may qualify for benefits under
the Retirement Income Plan for Employees of Armstrong World Industries, Inc.
All benefits payable under this Plan shall be paid out of the general
assets of the Company, or from a trust, if any, established by the Company for
the purpose of paying benefits under the Plan, the assets of which shall remain
subject to the claims of judgment creditors of the Company in accordance with
the provisions of any such trust.
Article 1. Definitions
1.01 "Board of Directors" shall mean the Board of Directors of the
Company.
1.02 "Committee" shall mean the Retirement Committee as provided
for in Article 4.
1.03 "Company" shall mean Armstrong World Industries, Inc. or any
successor by merger, purchase or otherwise, with respect to its
employees. The term Company shall also mean any other company
participating in the Retirement Income Plan with respect to its
employees if such Company adopts this Plan.
1.04 "Compensation" shall mean "compensation" as determined under the
Retirement Income Plan without regard to limitations under
Section 401(a)(17) of the Internal Revenue Code plus amounts
deferred under the Armstrong Deferred Compensation Plan, if any.
1.05 "Effective Date" shall mean January 1, 1976.
1.06 "Member" shall mean any person included in the membership of the
Plan as provided in Article 2.
1.07 "Plan" shall mean the Retirement Benefit Equity Plan of
Armstrong World Industries, Inc. as described herein or as
hereafter amended.
1.08 "Retirement Income Plan" shall mean the Retirement Income Plan
for Employees of Armstrong World Industries, Inc.
Article 2. Membership
2.01 Every person who was a member of the Plan as in effect on
December 31, 1982 shall remain a Member of the Plan on or after
January 1, 1983.
2.02 Every other employee of the Company shall become a Member of the
Plan on the first day of the calendar year in which:
(a) his benefit calculated under the Retirement Income Plan
exceeds the allowed benefit under Section 415 of the
Internal Revenue Code,
(b) his compensation exceeds the maximum allowed under Section
401(a)(17) of the Internal Revenue Code,
(c) he has compensation deferred under the terms of the
Armstrong Deferred Compensation Plan, or
(d) he is a key executive designated by the Board of Directors,
or its delegate, to receive credit for employment prior to
his Company employment for purposes of calculating his
Retirement Income Plan benefit, as provided under Section
3.01(a)(iii) of this Plan.
2.03 Membership under the Plan shall terminate if a Member's
employment with the Company terminates unless at that time the
Member is entitled to retirement income payments pursuant to the
Retirement Income Plan.
Article 3. Amount and Payment of Supplemental Benefits
3.01 The supplemental benefits under this Plan shall be payable by
the Company only with respect to a Member who has retired, died
or otherwise terminated his employment with the Company and is
entitled to benefits under the Retirement Income Plan; provided,
however, that the benefit under Section 3.01(a)(iii) hereof
shall not be payable (and the offset under Section 3.01(c)
hereof shall not be applied) with respect to a Member described
in Section 2.02 (d) unless following his date of hire with the
Company the Member remains employed by the Company for a period
of at least 5 full years. Any such supplemental benefits shall
be payable from the general assets of the Company or from a
trust, if any, established by the Company for the purpose of
paying benefits under the Plan, the assets of which shall remain
subject to the claims of judgment creditors of the Company in
accordance with the provisions of any such trust. The
supplemental benefits under this Plan shall be payable under the
same terms and conditions, including the same time, and to the
same person as the benefits payable to or on account of a Member
under the Retirement Income Plan.
The amount of any supplemental benefits payable to or on account
of a Member pursuant to this Plan shall be equal to (a) minus
(b) minus (c), where:
(a) is the benefit calculated under the provisions of the
Retirement Income Plan, but:
(i) disregarding any reduction in the amount of benefits
under the Retirement Income Plan attributable to any
provision therein incorporating limitations imposed
by Section 415 of the Internal Revenue Code or
Section 401(a)(17) of the Internal Revenue Code;
(ii) disregarding any reduction due to compensation
deferred under the Armstrong Deferred Compensation
Plan;
(iii) including, for purposes of calculating Total Service
under the Retirement Income Plan, years of
employment for a Member described in Section 2.02(d)
which precede his Company employment to the extent
so designated by the Board of Directors, or its
delegate, at the time such individual is designated
as eligible for membership in the Plan;
(b) is the actual amount of benefits payable to or on account
of the Member as calculated under the Retirement Income
Plan; and
(c) is the value of the benefit (excluding the portion of such
benefit attributable to employee contributions) which is
payable, which has been paid or which will become payable
to a Member described in Section 2.02(d) from a qualified
defined benefit plan to the extent such plan takes into
account the period of employment described in Section
3.01(a)(iii). In the event the Member has received, is
receiving, or is scheduled to receive benefits from another
such plan in any form other than a single life annuity or
at a time other than when benefits commence under this
Plan, the benefit to be taken into account under this
paragraph (c) shall be determined by the Company based on
actuarial assumptions and factors reasonably utilized under
the Retirement Income Plan as of the date of
determination, or to the extent such factors or assumptions
do not contemplate a particular situation which arises
under this Plan, based upon the factors applied by the
Pension Benefit Guaranty Corporation for purposes of
determining the present value of benefit upon termination
of a plan with insufficient assets.
3.02 If a Member described in Section 2.02(d) is involuntarily
terminated after completing one year of service but prior to
becoming vested in the Retirement Income Plan and is eligible
for severance pay benefits under the Severance Pay Plan for
Salaried Employees of Armstrong World Industries, Inc., the
Employment Protection Plan for Salaried Employees of Armstrong
World Industries, Inc., or any individual severance agreement, a
supplemental benefit will be paid under this Plan. The benefit
will be calculated using the guaranteed pension schedule for
Salaried Employees of Armstrong World Industries, Inc., from the
Retirement Income Plan multiplied by the total years of service
credited for employment prior to his Company employment, as
determined in Section 2.02(d), and his years of Company
employment. This benefit is payable at age 62 or the Member's
termination date, whichever is later, as a single life annuity.
3.03 If a Member is restored to employment with the Company after
having retired, any monthly payments under the Plan shall be
discontinued and, upon subsequent retirement or termination of
employment with the Company, the Member's benefits under the
Plan shall be recomputed in accordance with Section 3.01 and
shall again become payable to such Member in accordance with the
provisions of the Plan.
Article 4. Administration
4.01 The administration of the Plan and the responsibility for
carrying out its provisions are vested in a Retirement Committee
which shall be composed of the members of the Retirement
Committee provided for under Article X of the Retirement Income
Plan. The provisions of Article X of the Retirement Income Plan
concerning powers of the Committee shall apply under this Plan.
The Retirement Committee shall have the full and exclusive
discretion and authority to interpret the Plan and to determine
all benefits and to resolve all questions arising from the
administration, interpretation, and application of Plan
provisions, either by general rules or by particular decisions,
including determinations as to whether a claimant is eligible
for benefits, the amount, form and timing of benefits, and any
other matter (including any question of fact) raised by a
claimant or identified by the Retirement Committee. All
decisions of the Committee shall be conclusive and binding upon
all affected persons. The expenses of the Committee shall be
paid directly by the Company.
Article 5. General Provisions
5.01 The establishment of the Plan shall not be construed as
conferring any legal rights upon any person for a continuation
of employment, nor shall it interfere with the rights of the
Company to discharge any employee and to treat him without
regard to the effect which such treatment might have upon him as
a Member of the Plan. No legal or beneficial interest in any of
the Company's assets is intended to be conferred by the terms of
the Plan.
5.02 In the event that the Committee shall find that a Member or
other person entitled to benefits hereunder is unable to care
for his affairs because of illness or accident, the Committee
may direct that any benefit payment due him, unless claim shall
have been made therefor by a duly appointed legal
representative, be paid to his spouse, a child, a parent or
other blood relative, or to a person with whom he resides, and
any such payment so made shall be a complete discharge of the
liabilities of the Company and the Plan therefor.
5.03 The Company shall have the right to deduct from each payment to
be made under the Plan any required withholding taxes.
5.04 Subject to any applicable law, no benefit under the Plan shall
be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any
attempt so to do shall be void, nor shall any such benefit be in
any manner liable for or subject to garnishment, attachment,
execution or levy, or liable for or subject to the debts,
contracts, liabilities, engagements or torts of the Member. In
the event that the Committee shall find that any Member or other
person entitled to benefits hereunder has become bankrupt or has
made any such attempt with respect to any such benefit, such
benefit shall cease and terminate, and in that event the Board
shall hold or apply the same to or for the benefit of such
Member or other person entitled to benefits.
5.05 (a) In the event that a Member shall at any time be convicted
of a crime involving dishonesty or fraud on the part of
such Member in his relationship with the Company, all
benefits which would otherwise be payable to him under the
Plan shall be forfeited. Notwithstanding the foregoing, if
the Company's Board of Directors or a duly constituted
Committee thereof, in its discretion, shall determine that
the Member had no reasonable cause to believe his conduct
was unlawful, then the Board of Directors may determine
that such benefits shall not be forfeited.
(b) In the event that a Member becomes associated in any
capacity with a business which competes with the Company,
all future benefit payments under the Plan shall cease and
be forfeited. Notwithstanding the foregoing, benefits shall
not cease or be forfeited merely because the Member (1)
owns publicly traded shares of stock of a corporation which
competes with the Company, or (2)(a) acts as a consultant
for, (b) has an investment in, or (c) is a Board member of
a business where (i) after the Member notifies the Company
in writing in advance of his potential involvement under
(2)(a), (b) or (c), the Company's Board of Directors or a
duly constituted Committee thereof determines that the
Member will not be in violation of the Company's Conflicts
of Interest policy, or (3) becomes associated with a
business which competes with the Company within two years
following a "change in control" and is eligible for
benefits under the Employment Protection Plan for Salaried
Employees.
(c) A "change in control" shall occur if and when (i) any
person acquires "beneficial ownership" of more than 28% of
the then outstanding "voting stock" of the Company and
within five years thereafter, "disinterested directors" no
longer constitute at least a majority of the entire Board
of Directors or (ii) there shall occur a "business
combination" with an "interested shareholder." For the
purpose of this Section, the terms "person," "beneficial
ownership," "voting stock," "disinterested directors,"
"business combination," and "interested shareholder" shall
have the meaning given to them in Article 7 of the
Company's Articles of Incorporation as in effect on May 1,
1985.
5.06 The Plan shall be constructed, regulated and administered under
the laws of the Commonwealth of Pennsylvania.
5.07 The masculine pronoun shall mean the feminine wherever
appropriate.
5.08 The Board of Directors may, through written resolutions adopted
by the Board of Directors, amend or discontinue the Plan at any
time; provided, however, that if the Plan is amended to
discontinue or reduce the amount of supplemental benefit
payments (except as may be required pursuant to any plan arising
from insolvency or bankruptcy proceedings) (1) Members who have
retired under the Plan shall continue to be paid in the amount
and manner (as provided under Article 3 hereof) as they were
being paid at the time of amendment or discontinuance of the
Plan, and (2) future retirees under the Plan for whom
supplemental benefits have been pre-funded in a trust prior to
any such discontinuance or reduction in benefits shall
notwithstanding the amendment be entitled upon retirement to
receive such pre-funded supplemental benefits, subject, however,
to any amendment or discontinuation of such pre-funded benefits
made under a written employment agreement entered into between
the Executive Committee and the future retiree.
In addition, the Board of Directors may by written resolution
delegate to the Executive Committee of the Board of Directors
this authority to amend the Plan. The Executive Committee shall
amend the Plan by means of written resolution in accordance with
the authorization of the Board of Directors, provided, however,
that any such amendment by the Executive Committee also may be
made through the terms of a written employment agreement entered
into between a Member and the Executive Committee.
5.09 (a) Any person claiming a benefit, requesting an interpretation
or ruling under the Plan, or requesting information under
the Plan shall present the request in writing to the
Committee which shall respond in writing as soon as
practicable.
(b) If the claim or request is denied, the written notice of
denial shall state:
(i) The reasons for denial, with specific reference to
the Plan provisions on which the denial is based.
(ii) A description of any additional material or
information required and an explanation of why it is
necessary.
(iii) An explanation of the Plan's claim review procedure.
(c) Any person whose claim or request is denied or who has not
received a response within thirty (30) days may request
review by notice given in writing to the Committee. The
claim or request shall be reviewed by the Committee who
may, but shall not be required to, grant the claimant a
hearing. On review, the claimant may have representation,
examine pertinent documents, and submit issues and comments
in writing.
(d) The decision on review shall normally be made within sixty
(60) days. If an extension of time is required for a
hearing or other special circumstances, the claimant shall
be notified and the time limit shall be one hundred twenty
(120) days. The decision shall be in writing and shall
state the reasons and the relevant Plan provisions. All
decisions on review shall be final and bind all parties
concerned.
*AMENDED THROUGH MARCH 29, 1996