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Quotes & Info
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| AWI > SEC Filings for AWI > Form 8-K on 4-Jan-2013 | All Recent SEC Filings |
4-Jan-2013
Change in Directors or Principal Officers, Financial Statements an
(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.
(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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