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AWI > SEC Filings for AWI > Form 8-K on 4-Jan-2013All Recent SEC Filings

Show all filings for ARMSTRONG WORLD INDUSTRIES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ARMSTRONG WORLD INDUSTRIES INC


4-Jan-2013

Change in Directors or Principal Officers, Financial Statements an


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendments to Contracts with Officers

Effective December 31, 2012, Armstrong World Industries, Inc. ("Company") entered into the (i) form of Amendment to Change In Control Agreement ("Amendment") filed herewith as Exhibit 10.1 with each of the members of the Company's senior management listed on Exhibit 10.2 filed herewith;
(ii) Amendment to Change In Control Agreement ("Espe Amendment" and, together with the Amendment, "Amendments") filed herewith as Exhibit 10.3 with Matthew Espe, the Company's Chief Executive Officer and President; and (iii) Letter Agreement ("Espe Letter") with Mr. Espe filed herewith as Exhibit 10.4.

The Amendments provide for a common renewal date of August 1 in order to align the Board of Director's ("Board") assessments and determinations with respect to all of the change in control agreements with its annual review of senior management performance at its regularly scheduled meeting in April, as the change in control agreements require ninety (90) days' notice for any non-renewal. The Amendments also alleviate the administrative burden for the Company and its Board of renewing change in control agreements at different times. Previously, the change in control agreements provided for annual renewals based on the original execution and/or effective date of the respective agreements. The foregoing summary of the Amendments does not purport to be complete and is qualified in its entirety by reference to Exhibits 10.1 and 10.3, which, along with Exhibit 10.2, are incorporated herein by reference.

The Espe Letter amends Mr. Espe's Employment Agreement dated as of June 24, 2010 in order to provide for compliance with Internal Revenue Code Section 409A provisions regarding payments that are contingent on the execution of a release. The foregoing summary of the Espe Letter does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.4 incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No. 10.1     Form of Amendment to Change in Control Agreement, effective
             December 31, 2012

No. 10.2     Schedule of Officers Party to Form of Amendment to Change in Control
             Agreement, effective December 31, 2012

No. 10.3     Amendment to Change in Control Agreement with Matthew Espe, effective
             December 31, 2012

No. 10.4     Letter Agreement with Matthew Espe, effective December 31, 2012


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