ARMSTRONG WORLD INDUSTRIES, INC. EQUITY AND CASH INCENTIVE PLAN
(CONTINUED)
(b) Forfeiture of Settled Benefits. If the Committee determines that a participant has engaged in Injurious Conduct as
described in Section 13(a), the Committee may in its discretion require the participant to return to the Company any Common Stock or cash received in settlement of any Benefit under this Plan. If the Common Stock acquired in settlement of a
Benefit has been disposed of by the participant, then the Company may require the participant to pay to the Company the economic value of the Common Stock as of the date of disposition.
(c) Timing. Unless the grant agreement provides otherwise, the Committee shall exercise the right of forfeiture provided
to the Company in this Section 13 within one-hundred and eighty (180) days after the Companys discovery of the Injurious Conduct activities giving rise to the Companys right of
forfeiture.
(d) Determination from the Committee. A participant may make a request to the Committee in writing for a
determination regarding whether any proposed business or activity would constitute Injurious Conduct. Such request shall fully describe the proposed business or activity. The Committee shall respond to the participant in writing and the
Committees determination shall be limited to the specific business or activity so described.
(e) Condition
Precedent. Unless the Committee or any agreement providing for Benefits under this Plan shall otherwise provide, no Benefit shall be deemed awarded to any participant under this Plan unless and until the participant agrees to the applicability
of this Section 13.
(f) Enforceability. The purpose of this Section 13 is to protect the Company and its
subsidiaries and affiliates from Injurious Conduct. The Company shall have the right to seek injunctive relief, in addition to any other existing rights provided in the Plan, any grant agreement or by operation of law, without the requirement of
posting bond. The remedies provided in this Section 13 shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the participant and the Company or any of its subsidiaries or
affiliates, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. To the extent that this Section 13 is not fully enforceable as written, the unenforceable provisions shall be modified so as to
provide the Company with the fullest protection permitted by law. The Committee may waive any provisions of this Section 13, as the Committee deems appropriate.
14. Adjustment Provisions; Change in Control.
(a) Adjustment. Benefits granted under the Plan and any agreements evidencing such Benefits, and the maximum number of
shares of Common Stock that may be issued under the Plan as stated in Section 5(a), shall be subject to mandatory adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of
Common Stock or other consideration subject to such Benefits or as otherwise determined by the Committee to be equitable:
(i) in the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason
of stock or extraordinary cash dividends, stock splits, reverse stock splits, spinoffs, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of
grant of any such Benefit, or
(ii) in the event of any change in applicable laws or any change in
circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of
the Plan.
Any adjustment in Incentive Stock Options under this Section 14 shall be made only to the extent not constituting a modification within
the meaning of Section 424(h)(3) of the Code, except as otherwise determined by the Committee, and any adjustments under this Section 14 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Any adjustment to Nonqualified Stock Options or Stock Appreciation Rights shall be made in accordance with
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AWI 2022 Proxy Statement |
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B-9 |