MANAGEMENT ACHIEVEMENT PLAN
PLAN TEXT AND ADMINISTRATIVE GUIDELINES
ADOPTED BY BOARD OF DIRECTORS
NOVEMBER 28, 1983
AS AMENDED FEBRUARY 25, 1985
AS AMENDED FEBRUARY 23, 1987
AS AMENDED NOVEMBER 30, 1987
AS AMENDED NOVEMBER 28, 1988
AS AMENDED FEBRUARY 25, 1991
AS AMENDED NOVEMBER 25, 1991
AS AMENDED NOVEMBER 30, 1992
AS AMENDED SEPTEMBER 27, 1993
AS AMENDED NOVEMBER 24, 1993
AS AMENDED FEBRUARY 22, 1994
AS AMENDED NOVEMBER 21, 1994
AS AMENDED DECEMBER 17, 1995
AS AMENDED FEBRUARY 25, 1996
AS AMENDED DECEMBER 16, 1996
AS AMENDED DECEMBER 14, 1997
AS AMENDED DECEMBER 14, 1998
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.
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 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 at least 1200 but not
higher than 1459 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) $7,500
or (iii) the authorized contribution to the Bonus Replacement
Retirement Plan.
(2) If a Plan participant's grade level is at least 1460 but not
higher than 1929 as of January 1 of the calendar year for which
the incentive award is determined, the
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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 at least 1930 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 terminate employment for
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reasons other than retirement, disability, death or involuntary
termination not for cause prior to the completion of the Plan year are
not entitled to receive any awards under this Plan. Plan participants who
retire, become disabled, die 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.
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B) No Assignment or Transfer - Awards are payable only to the
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participant, 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
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all 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.