ARMSTRONG NONEMPLOYEE DIRECTORS COMPENSATION
Exhibit No. 10.19
ARMSTRONG NONEMPLOYEE DIRECTORS COMPENSATION
Annual Retainer Fees:1
| • | Board retainer of $70,000 per year plus an annual award of restricted stock or stock units valued at $85,000. |
| • | Special annual retainers as follows: |
| Ø | $20,000 for the Audit Committee Chair |
| Ø | $20,000 for the Lead Director |
| Ø | $10,000 for the Management Development and Compensation Committee Chair |
| Ø | $10,000 for the Nominating and Governance Committee Chair |
| • | Cash is paid quarterly in arrears. The annual restricted stock/unit grant is made in one installment in October about the time of the regular October Board meeting to directors serving at the time of said meeting. |
Daily Fees (paid in cash)
| • | Special assignment fee $2,500 per diem ($1,250 for less than 4 hours). (Applies to one-on-one meetings with CEO, plant visits, and other non-scheduled significant activities.) |
Other Items:
| • | Annual Physical Exam up to $2,000 reimbursement |
| • | Directors and Officers Liability Insurance |
| • | Travel Accident Insurance |
| • | Participation in Armstrong Foundation’s Higher Education Gift-Matching Program (Provided by the Foundation, a separate legal entity, subject to its discretion.) |
| • | Participation in Armstrong’s Employee Purchase Programs |
| • | Participation in “compassionate use” provision of the Company’s Aircraft Operation policy (B-200) |
Stock Ownership Requirement:
Each director will acquire and hold until 6 months following the end of his/her service, such number or value of units or shares of common stock of the Company as is specified in the Company’s Corporate Governance Principles.
| 1 | Payment period runs from October 1 annually. Cash payments and restricted stock/unit grants for positions starting at other dates are pro-rated by the number of days remaining in the then-current payment period. |
