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Exhibit No. 10.18
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2022 Long-Term Time-Based Restricted Stock Unit Grant Ā | ARMSTRONG WORLD INDUSTRIES 2500 Columbia Ave., P.O. Box 3001 Lancaster, PA 17604 717. 397.0611 |
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First Name | Middle Name Last Name |
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I am pleased to inform you that the Companyās Management Development and Compensation Committee granted you the following:
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Date of Grant: | [Grant Date] |
Time-Based Restricted Stock Units: | [Number of Units Granted] |
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This grant is subject to the terms of the 2016 Long-Term Incentive Plan, as amended and restated (āPlanā), and the award agreement (the Plan, this grant letter, the Terms and Conditions attached as Exhibit A (including Attachment 1), and your acceptance (if any) together constitute the āAward Agreementā).
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Vesting
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The Restricted Stock Units will vest in accordance with the following schedule if you remain employed by the Employer through the applicable vesting date, except as described below. One share of the Companyās common stock will be distributed to you for each Restricted Stock Unit that vests, within 60 days following the applicable vesting date.
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Vesting Date | Time-Based Units Vesting |
One year from Date of Grant | 33.33% |
Two years from Date of Grant | 33.33% |
Three years from Date of Grant | 33.34% |
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Taxes
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The Company will use share tax withholding to satisfy the minimum tax withholding obligations, unless prohibited by country law or you provide a payment to cover the taxes.
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Employment Events
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The following chart is a summary of the provisions which apply to this award in connection with your termination of employment. The following is only a summary, and in the event of termination of employment, the award will be governed by the Terms and Conditions.
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Event | Provisions |
āŖ Voluntary Resignation | Forfeit all unvested Restricted Stock Units and accrued dividends |
āŖ Termination for Cause | Forfeit all unpaid (vested or unvested) Restricted Stock Units and accrued dividends |
āŖ 55/5 Rule Termination āŖ Involuntary Termination Ā Ā Ā Ā Ā Ā Ā Ā (55 years of age or older with 5 years of service) | If termination occurs after 10 months following the Date of Grant, Restricted Stock Units and accrued dividends vest pro-rata based on the period of employment; otherwise unvested Restricted Stock Units and accrued dividends are forfeited |
āŖ Death āŖ Long-Term Disability | Restricted Stock Units and accrued dividends vest pro-rata based on the period of employment |
āŖ Involuntary Termination upon or within two years following a Change of Control | Restricted Stock Units and accrued dividends vest in full upon termination of employment |
Each Restricted Stock Unit granted is credited to an account maintained for you. You have no ownership or voting rights relative to these Restricted Stock Units. If the Company makes cash dividend payments before the Restricted Stock Units are vested, the value of the dividends will accrue in a non-interest bearing bookkeeping account. You will receive a cash payment for the accrued dividend equivalents based on vesting and payment of the Restricted Stock Units.
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In the event of any inconsistency between the foregoing summary and the Terms and Conditions or the Plan, the Terms and Conditions or the Plan, as applicable will govern. Capitalized terms used but not defined in this grant letter will have the meanings set forth in the Plan or the Terms and Conditions, as applicable.
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Please note that the Terms and Conditions contain restrictive covenants pertaining to confidentiality, non-competition and non-solicitation. You should read these sections carefully before deciding whether to accept the Restricted Stock Units. You have the right to consult with counsel prior to accepting the Restricted Stock Units. If you decide not to accept the Restricted Stock Units, you will not be subject to the restrictive covenants set forth in the Terms and Conditions, but you will forfeit the Restricted Stock Units. You will continue to be subject to any restrictive covenants set forth in the Plan with respect to prior equity grants and any other agreements between you and the Company. There will be no other consequences as a result of your decision not to accept the Restricted Stock Units.
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Please contact Cindy Gegg (717-396-2570) if you have questions.
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By my signature below as a duly authorized officer of the Company, the Company has caused this Award Agreement to be executed, effective as of the Date of Grant listed above and subject to your electronic signature indicating your acceptance.
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Sincerely,
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[Name]
[Title]
The information contained in this letter is confidential and any discussion, distribution or use of this information is prohibited.
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EXHIBIT A
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ARMSTRONG WORLD INDUSTRIES, INC.
2016 LONG-TERM INCENTIVE PLAN
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TIME-BASED RESTRICTED STOCK UNIT GRANT
TERMS AND CONDITIONS
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Vesting Date | Time-Based Units Vesting |
One year from Date of Grant (the āFirst Vesting Dateā) | 33.33% |
Two years from Date of Grant (the āSecond Vesting Dateā) | 33.33% |
Three years from Date of Grant (the āThird Vesting Dateā) | 33.34% |
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Attachment 1
Definitions
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For purposes of the Grant Letter and Grant Conditions, the following terms have the meanings ascribed to them on this Attachment 1:
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Notwithstanding the foregoing, if the Grantee is employed or provides services in Colorado, subsections (iii) and (iv)(A) above shall be limited to actions taken by the Grantee through the use of Company trade secrets and/or confidential information.
Notwithstanding the foregoing, if the Grantee is employed or provides services in California, or in another jurisdiction where the provisions of subsections (iii) and (iv)(A) above are otherwise prohibited by law, the following provisions shall apply instead of subsections (iii) and (iv)(A) above:
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iii. During the Granteeās employment or service with the Employer, the Grantee engages in any Restricted Business or enters into any employment relationship with a Restricted Business; or
iv. During the Granteeās employment or service with the Employer, and for a period of two (2) years thereafter:
A. The Grantee, directly or indirectly, solicits or attempts to solicit any business from any of customers of the Employer for the purposes of providing products or services that are competitive with those provided by the Employer where such solicitation and/or attempt at solicitation is done by the Grantee through the use of Company trade secrets and/or confidential information.
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ADDENDUM
ARMSTRONG WORLD INDUSTRIES, INC.
TIME-BASED STOCK UNIT GRANT
Additional Terms and Conditions and Notifications
This Addendum includes special terms and conditions that govern the Time-Based Units granted to the Grantee if the Grantee resides or works in the countries listed herein. These terms and conditions are in addition to the terms and conditions set forth in the Grant Conditions. This Addendum may also include information regarding certain other issues of which the Grantee should be aware with respect to the Granteeās participation in the Plan. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Grant Conditions (of which this Addendum is a part) and the Plan.
CANADA
Data Privacy. This provision replaces Section 19 of the Grant Conditions titled āData Privacyā for residents of Quebec:
(a) The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Granteeās personal data as described in these Grant Conditions by and among, as applicable, his or her employer, the Company and its subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing the Granteeās participation in the Plan.
(b) The Grantee understands that his or her employer, the Company and its subsidiaries, as applicable, hold certain personal data about the Grantee regarding his or her employment, the nature and amount of the Granteeās compensation and the fact and conditions of the Granteeās participation in the Plan, including, but not limited to, the Granteeās name, home address, telephone number and e-mail address, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company and its subsidiaries, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Granteeās favor, for the purpose of implementing, administering and managing the Plan (the āDataā).
(c) The Grantee understands that the Data may be transferred to any third party service provider assisting in the implementation, administration and management of the Plan, including legal, finance and accounting, stock plan administrators, information technology and human resources or similar consultants and advisors (āThird Party Service Providersā), that these recipients may be located in the Granteeās country, or elsewhere, and that the recipientās country may have different data privacy laws and protections than the Granteeās country. In connection therewith, it is possible that personal data may be disclosed to governments, courts or law enforcement or regulatory agencies in that other country in accordance with the laws of that country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to the extent necessary for the purposes of implementing, administering and managing the Granteeās participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other Third Party Service Provider. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage Granteeās participation in the Plan. Internal access to Data is strictly limited to those employees who have a need to know such Data in the performance of their duties. Subject to limitations under applicable law, the Grantee understands that he or she may, at any time, view the Data,
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request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Granteeās local human resources representative. The Grantee understands, however, that refusing or withdrawing his or her consent may affect the Granteeās ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact his or her local human resources representative.
Language Consent ā Applicable to Residents of Quebec Only. The parties acknowledge that it is their express wish that the Award Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigĆ© la rĆ©daction en anglais de cette convention, ainsi que de tous documents, avis et procĆ©dures judiciaires, exĆ©cutĆ©s, donnĆ©s ou intentĆ©s en vertu de, ou liĆ©s directement ou indirectement Ć la prĆ©sente convention.
Prospectus Exemption. For the purposes of compliance with National Instrument 45-106 - Prospectus Exemptions (and in QuĆ©bec, Regulation 45-106 respecting Prospectus exemptions, collectively, ā45-106ā), the prospectus requirement does not apply to a distribution by an issuer in a security of its own issue with an employee, executive officer, director or consultant of the issuer or a related entity of the issuer, provided the distribution is voluntary.
Resale Restrictions. Company Stock acquired under the Plan may be subject to certain restrictions on resale imposed by Canadian provincial and territorial securities laws, as applicable. For the purposes of compliance with National Instrument 45-102 - Resale of Securities (and in QuĆ©bec, Regulation 45-102 respecting Resale of securities, collectively ā45-102ā), the prospectus requirement does not apply to the first trade of Company Stock issued in connection with the Time-Based Units provided the conditions set forth in section 2.14 of 45-102 are satisfied. The Grantee should consult his or her advisor prior to any resale of Company Stock.
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