As Amended December 8,
2008,
effective as of January 1, 2005
RETIREMENT BENEFIT EQUITY
PLAN
OF
ARMSTRONG WORLD INDUSTRIES, INC.
This Retirement Benefit Equity Plan was
originally established, pursuant to the authority of the Board of
Directors of Armstrong World Industries, Inc., effective
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. The Retirement Benefit Equity Plan
was previously amended and restated as of March 1,
2004.
The Retirement Benefit Equity Plan is hereby
amended and restated as of January 1, 2005 to comply with the
requirements of Section 409A of the Internal Revenue Code of
1986 as amended and the guidance (including transitional guidance)
thereunder.
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.
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1.01.
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“Actuarial Equivalent Present
Value” shall refer to the present value of a Member’s
supplemental benefits. With respect to any Member who is eligible
to retire or has retired under the Retirement Income Plan, such
present value shall be determined using the actuarial assumptions
and factors reasonably utilized under the Retirement Income Plan as
of the date of determination applied to a single life annuity
payable immediately. With respect to any Member who is not eligible
to retire or has not retired under the Retirement Income Plan, such
present value shall be determined using the actuarial assumptions
and factors reasonably utilized under the Retirement Income Plan as
of the date of determination applied to an age 65 single life
annuity. The determination of Actuarial Equivalent Present Value
shall reflect future assumed increases in the limitations under
Section 415 of the Internal Revenue Code, with such future
assumed increases being based on the interest rate that is used by
the Committee to determine the amount of any employment taxes that
may be owed under Section 3121(v) of the Internal Revenue
Code.
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1.02.
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“Board of Directors”
shall mean the Board of Directors of the Company.
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1.03.
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“Change in Control”
shall mean the first to occur of any of the following events:
(i) a Change in Ownership of the Company, (ii) a Change
in Effective Control of the Company or (iii) a Change in the
Ownership of a Substantial Portion of the Assets of the
Company.
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(a)
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A
“Change in Ownership” of the Company occurs on the date
that any one person, or more than one person acting as a group
acquires ownership of stock of the Company that, together with
stock held by such person or group, constitutes more than
50 percent of the total fair market value or total voting
power of the stock of the Company.
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(b)
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A
“Change in Effective Control” of the Company occurs on
the date that either:
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(i)
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Any
one person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) ownership of
stock of the Company possessing 30 percent or more of the
total voting power of the stock of the Company; or
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(ii)
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a
majority of members of the Company’s board of directors is
replaced during any 12-month period by directors whose appointment
or election is not endorsed by a majority of the members of the
Company’s board of directors prior to the date of the
appointment or election.
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(c)
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A
“Change in the Ownership of a Substantial Portion of the
Assets of the Company” occurs on the date that any one
person, or more than one person acting as a group, acquires (or has
acquired during the 12-month period ending on the date of the most
recent acquisition by such person or persons) assets from the
Company that have a total gross fair market value equal to or more
than 40 percent of the total gross fair market value of all of
the assets of the Company immediately prior to such acquisition or
acquisitions. For this purpose, gross fair market value means the
value of the assets being disposed of, determined without regard to
any liabilities associated with such assets. There is no Change in
Control event under this Section 1.03(c) when there is a
transfer to an entity that is controlled by the shareholders of the
transferring corporation immediately after the transfer.
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The
determination of whether a Change in Control event has occurred
will be made in accordance with the requirements of Code
Section 409A and the guidance issued thereunder. The foregoing
definition of Change in Control shall exclude the occurrence of the
date(s) on which (i) the Chapter 11 Plan of
Reorganization of the Company shall become effective and
(ii) the creation by the Company of the Asbestos Personal
Injury Trust.
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1.04.
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“Committee” shall mean
the Retirement Committee as provided for in
Article 4.
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1.05.
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“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.
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1.06.
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“Compensation” shall
mean a Member’s “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 by the Member under the Armstrong Deferred
Compensation Plan, if any, and amounts contributed by the Company
to the Bonus Replacement Retirement Plan of Armstrong World
Industries, Inc. (the “Bonus Replacement Retirement
Plan”) on behalf of the Member in the year in which such
contribution is made.
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1.07.
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“Effective Date” shall
mean January 1, 1976.
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1.08.
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“Member” shall mean any
person included in the membership of the Plan as provided in
Article 2.
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1.09.
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“Plan” shall mean the
Retirement Benefit Equity Plan of Armstrong World Industries, Inc.
as described herein or as hereafter amended.
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1.10.
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“Specified Employee”
shall mean, as determined pursuant to Section 409A of the
Internal Revenue Code and regulations thereunder, a key employee
(as defined in Section 416(i) of the Code without regard to
paragraph 5 thereof) of the Company if any stock of the Company is
publicly traded on an established securities market or
otherwise.
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1.11.
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“Retirement Income Plan”
shall mean the Retirement Income Plan for Employees of Armstrong
World Industries, Inc. as amended and restated as of
January 1, 2007 as may be amended from time to
time.
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2.01.
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Every person who was a member of the
Plan as in effect on December 31, 1999 shall remain a Member
of the Plan on or after January 1, 2000.
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2.02.
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Every other employee of the Company
shall become a Member of the Plan on the first day of the calendar
year in which the Committee determines that:
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(a)
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the
employee’s benefit calculated under the Retirement Income
Plan exceeds the allowed benefit under Section 415 of the
Internal Revenue Code,
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(b)
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the
employee’s compensation exceeds the maximum allowed under
Section 401(a)(17) of the Internal Revenue Code,
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(c)
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the
employee has compensation deferred under the terms of the Armstrong
Deferred Compensation Plan,
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(d)
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the
employee 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, or
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(e)
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the
employee has a contribution made on his behalf to the Bonus
Replacement Retirement Plan.
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Effective
January 1, 2008, every other employee of the Company shall
become a Member of the Plan on the first day of the calendar year
following the calendar year in which the Committee makes the
determination described above.
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2.03.
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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 or benefits
described in Section 3.04.
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Article 3.
Amount and Payment of Supplemental Benefits
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3.01.
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The
supplemental benefits under this Plan shall be payable by the
Company only with respect to a Member who has retired or otherwise
terminated his employment with the Company after becoming vested
under the Retirement Income Plan. 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.
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The amount of
any supplemental benefits payable to a Member pursuant to this
Plan, expressed as a single life annuity payable as of the
Member’s “normal retirement date” (as that term
is defined in the Retirement Income Plan) or in the event the
Member defers his retirement beyond his normal retirement date, his
“deferred retirement date” (as that term is defined in
the Retirement Income Plan), shall be equal to (a) minus
(b) minus (c) minus (d), where:
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(a)
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is
the benefit calculated under the provisions of the Retirement
Income Plan, but:
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(i)
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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;
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(ii)
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disregarding any reduction due to
compensation deferred under the Armstrong Deferred Compensation
Plan;
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(iii)
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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; and
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(iv)
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including, for purposes of
determining compensation, any amounts contributed on the
Member’s behalf to the Bonus Replacement Retirement Plan;
and
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(v)
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excluding any amount attributable to
(1) an Extraordinary Event (as defined in the Retirement
Income Plan) and (2) all retirement enhancements related to past
and future service that may become payable due to a job loss
following a Change in Control (as defined in the Retirement Income
Plan) under the Retirement Income Plan.
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(b)
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is
the actual amount of benefits payable to or on account of the
Member as calculated under the Retirement Income Plan, excluding
any amounts attributable to (1) an Extraordinary Event (as
defined in the Retirement Income Plan) and (2) all retirement
enhancements related to past and future service that may become
payable due to a job loss following a Change in Control (as defined
in the Retirement Income Plan) under the Retirement Income
Plan;
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(c)
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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 subsection
(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; and
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(d)
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is
the actuarial equivalent value of any supplemental benefits
previously paid to the Member under this Plan, provided that the
actuarial equivalent value of any supplemental benefits paid as a
single sum shall be determined using the actuarial assumptions and
factors reasonably utilized under the Retirement Income Plan as of
the date of determination.
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Notwithstanding
the preceding provisions of this Section 3.01, in the event a
retired or terminated Member’s benefit calculated under the
Retirement Income Plan is increased for any reason after the
Member’s supplemental benefit payments have commenced in an
annuity form, the amount of any supplemental benefits payable to or
on account of such Member under this Plan shall be reduced
correspondingly on a prospective basis, and in the event such
increase is made retroactively resulting in the overpayments of any
or all of the Member’s supplemental benefits, future benefit
payments under this Plan shall be reduced to reflect such prior
overpayments in any manner determined by the Committee, in its
discretion, and applied on a consistent basis to all similarly
situated Members, until an amount equal to the total overpayments
in the Member’s supplemental benefit payments are
recovered.
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3.02.
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Subject to the following rules, an
employee of the Company who becomes a Member under this Plan in
accordance with Section 2.02 shall elect in writing the form
and timing of payment of the supplemental benefits payable on
behalf of such Member under this Plan within the thirty
(30) day period following the Committee’s determination
that such employee has become a Member.
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(a)
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The
Member may elect to have his supplemental benefits paid in the form
of any annuity that is offered under the Retirement Income Plan
(other than a level income life annuity or a level income joint and
survivor annuity). Effective January 1, 2005, a Member may
initially elect to have his benefit paid in the form of a
“life annuity” and then, immediately prior to
commencement of payment, elect the specific form of
actuar
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