Armstrong World Industries (AWI)

Non-Compete Agreement

THIS AGREEMENT, made this     day of             , 20    , by and between                                  (hereinafter called “Employee”) and Armstrong World Industries, Inc., a Pennsylvania corporation (hereinafter called “Company”).

WHEREAS, Employee has been involuntarily terminated and is conditionally entitled to receive certain severance benefits from the Company including severance pay;

AND WHEREAS, the Employee has had access to confidential, proprietary information and trade secrets and has agreed to enter into this Non-Compete Agreement in consideration of receipt of severance pay and other severance benefits.

NOW, THEREFORE, in consideration of the Company providing the Employee with severance pay and other severance benefits, and intending to be legally bound hereby, the Company and the Employee agree as follows:

1. The Company agrees to provide Employee with severance pay and other severance benefits under various plans of the Company.

2. Employee agrees that for a period of two years from the date of this Agreement that Employee will not, without the Company’s prior written consent, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant, or otherwise, any individual, partnership, firm, corporation or other business organization or entity that, at such time, is engaged in the businesses now conducted by the Company, or its subsidiaries, anywhere within the geographical territory of the United States of America. The foregoing notwithstanding, Employee may make such investments that are permitted under Armstrong’s CORPORATE REFERENCE GUIDE covering Conflicts of Interest and Outside Work By Employees.

3. Without intending to limit the remedies available to the Company, Employee acknowledges that a breach of any covenant contained in this Agreement may result in material, irreparable damage to the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such breach of this Agreement. In the event of such breach, the Company shall be entitled to obtain a temporary restraining order and/or preliminary or permanent injunction restraining the Employee from engaging in activities prohibited by this Agreement and in addition to any other damages to which the Company may be entitled, the Employee will reimburse the Company for the full amount of severance pay already paid to such Employee and the Employee will forfeit any right to any unpaid severance payments.

4. The Employee agrees and consents that injunctive relief may be sought ex parte in any state or federal court of record in the Commonwealth of Pennsylvania, or in any state and county in which such violation may occur, or in any other court having jurisdiction at the election of the Company. The Employee agrees to and hereby submits to in personam jurisdiction before each and every such court for that purpose.

5. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania.

IN WITNESS WHEREOF, the parties have entered into this Agreement effective as of the date first above written.