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ARMSTRONG
NONEMPLOYEE DIRECTORS COMPENSATION
1
[Approved
October 26, 2009]
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$155,000 — consisting of a
Board retainer of approximately $70,000 per year plus an annual
award of restricted stock or stock units valued at approximately
$85,000. 2
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Special annual retainers as
follows:
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$20,000 for the Lead
Director
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$20,000 for the Audit Committee
Chair
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$10,000 for the Management
Development and Compensation Committee Chair
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$10,000 for the Nominating and
Governance Committee Chair
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Cash is paid quarterly in arrears.
The annual stock unit grant is made in one installment in October
at or about the time of the regular October Board meeting to
directors serving at the time of said meeting, vesting on the
anniversary of the grant date.
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Cash payments and stock unit grants
for positions starting off-cycle are pro-rated by the number of
days remaining in the then-current payment period.
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Special assignment fee of $2,500 per
diem ($1,250 for less than 4 hours), paid in cash. Applies to
one-on-one meetings with CEO, plant visits, and other non-scheduled
significant activities.
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One-time Service Commencement Award
of 6,000 units (discretionary grant) vesting in thirds on the
first, second and third anniversary of grant date.
2
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1
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This summary is
intended to provide an overview of the components of the Armstrong
Nonemployee Directors Compensation
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