EXHIBIT 10.13 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of November 22, 2000, by and between Dal-Tile International Inc., a Delaware corporation (the "Company"), and Jacques R. Sardas (the...Employment Agreement • March 15th, 2001 • Dal Tile International Inc • Structural clay products • Delaware
EXHIBIT 10.3 HOLDINGS PLEDGE AGREEMENT -------------------------Pledge Agreement • November 7th, 1996 • Dal Tile International Inc • Structural clay products • New York
EXHIBIT 10.14 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of December 14, 2000, by and between Dal-Tile International Inc., a Delaware corporation (the "Company"), and W. Christopher Wellborn (the...Employment Agreement • March 15th, 2001 • Dal Tile International Inc • Structural clay products • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 7th, 1996 • Dal Tile International Inc • Structural clay products • Delaware
INTRODUCTIONSupply Agreement • March 8th, 2000 • Dal Tile International Inc • Structural clay products • Texas
EXHIBIT 10.17 CHANGE OF CONTROL AGREEMENT 1. RECITALS (a) This Change of Control Agreement ("Agreement") is between Dal-Tile International Inc. (the "Company") and _________________ (the "Executive") and is effective as of October 1, 2000. (b) The...Change of Control Agreement • March 15th, 2001 • Dal Tile International Inc • Structural clay products • Texas
FORM OF DAL-TILE INTERNATIONAL INC. VOTING AGREEMENTVoting Agreement • November 28th, 2001 • Dal Tile International Inc • Structural clay products • Delaware
Exhibit 1.1 14,000,000 Shares Dal-Tile International Inc. COMMON STOCK, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2001 • Dal Tile International Inc • Structural clay products • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of June 13, 1997, and amended as of October 10, 1997, by and between Dal-Tile International Inc., a Delaware corporation (the "Company"), and Jacques Sardas (the "Executive"). The Company is engaged...Employment Agreement • March 30th, 1998 • Dal Tile International Inc • Structural clay products • Delaware
2.2 AMENDMENT TO SUBSECTION 8.4(e). Subsection 8.4 of the Credit Agreement is hereby amended by deleting paragraph (e) of such subsection in its entirety and inserting in lieu thereof the following new paragraph: "(e) guarantees by Holdings and its...Credit and Guarantee Agreement • August 11th, 2000 • Dal Tile International Inc • Structural clay products • New York
STOCK APPRECIATION RIGHTS AGREEMENT THIS AGREEMENT, made as of the 20th day of February, 1998 (the "Grant Date"), between Dal-Tile International Inc., a Delaware corporation ("Dal-Tile"), and Jacques Sardas, 6031 Orchid Lane, Dallas, Texas 75230 (the...Stock Appreciation Rights Agreement • March 30th, 1998 • Dal Tile International Inc • Structural clay products • Delaware
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 1999 • Dal Tile International Inc • Structural clay products
Exhibit 1.1 DAL-TILE INTERNATIONAL INC. Shares of Common Stock, Par Value $.01 per Share of Dal-Tile International Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 23rd, 1998 • Dal Tile International Inc • Structural clay products • New York
Exhibit 1.1 DRAFT DAL-TILE INTERNATIONAL INC. Shares of Common Stock, Par Value $.01 per Share of Dal-Tile International Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 1998 • Dal Tile International Inc • Structural clay products • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of July 17, 1998, by and between Dal-Tile International Inc., a Delaware corporation (the "Company"), and Jacques Sardas (the "Executive"). The Company is...Employment Agreement • August 7th, 1998 • Dal Tile International Inc • Structural clay products • Delaware
Exhibit 1.2 DRAFT ARMSTRONG WORLD INDUSTRIES, INC. Shares of Common Stock, Par Value $.01 per Share of Dal-Tile International Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 1998 • Dal Tile International Inc • Structural clay products • New York
made byCollateral Agreement • March 30th, 1998 • Dal Tile International Inc • Structural clay products • New York
PURCHASE AND CONTRIBUTION AGREEMENT Dated as of October 26, 2001 Between DAL- TILE CORPORATION as Seller and DTSC, INC. as PurchaserPurchase and Contribution Agreement • October 29th, 2001 • Dal Tile International Inc • Structural clay products • New York
DAL-TILE CORPORATION, a Pennsylvania corporation (the "Seller"), and DTSC, INC., a Delaware corporation (the "Purchaser"), agree as follows:
RECEIVABLES PURCHASE AGREEMENT Dated as of October 26, 2001 Among DTSC, INC. as the Seller and ATLANTIC ASSET SECURITIZATION CORP. as the Investor and CREDIT LYONNAIS NEW YORK BRANCH as a Bank and CREDIT LYONNAIS NEW YORK BRANCH as the Agent and...Receivables Purchase Agreement • October 29th, 2001 • Dal Tile International Inc • Structural clay products • New York
DTSC, INC., a Delaware corporation (the "Seller"),ATLANTIC ASSET SECURITIZATION CORP., a Delaware corporation, CREDIT LYONNAIS NEW YORK BRANCH, as agent (the "Agent") for the Investors and the Banks (as defined herein) and as a Bank, and DAL-TILE CORPORATION, a Pennsylvania corporation, as Collection Agent and as Originator, agree as follows:
EXHIBIT B DAL-TILE INTERNATIONAL INC. MANAGEMENT SUBSCRIPTION AGREEMENT AGREEMENT made as of July 17, 1998 by and among Dal-Tile International Inc., a Delaware corporation (the "Corporation") and W. Christopher Wellborn (the "Subscriber"). WHEREAS,...Management Subscription Agreement • August 7th, 1998 • Dal Tile International Inc • Structural clay products • Delaware
EXHIBIT 4.4 STOCK APPRECIATION RIGHTS AGREEMENT THIS AGREEMENT, made as of the 20th day of February, 1998 (the "Grant Date"), between Dal-Tile International Inc., a Delaware corporation ("Dal-Tile"), and Christopher Wellborn, 908 Suffolk Court,...Stock Appreciation Rights Agreement • March 30th, 1999 • Dal Tile International Inc • Structural clay products • Delaware
DAL-TILE INTERNATIONAL INC. MANAGEMENT SUBSCRIPTION AGREEMENT AGREEMENT made as of July 17, 1998 by and among Dal-Tile International Inc., a Delaware corporation (the "Corporation") and Jacques Sardas (the "Subscriber").Management Subscription Agreement • August 7th, 1998 • Dal Tile International Inc • Structural clay products • Delaware
PARENT UNDERTAKING AGREEMENTParent Undertaking Agreement • October 29th, 2001 • Dal Tile International Inc • Structural clay products
PARENT UNDERTAKING AGREEMENT, dated as of October 26, 2001, made by Dal-Tile International Inc., a corporation organized and existing under the laws of Delaware ("Dal-Tile International"), and Dal-Tile Group Inc., a corporation organized and existing under the laws of Delaware ("Dal-Tile Group" and, together with Dal-Tile International, the "Companies"), in favor of DTSC, Inc., a corporation organized and existing under the laws of Delaware (the "Purchaser"), the Investors and the Banks (as each such term is defined in the Sale Agreement referred to below) and Credit Lyonnais New York Branch, as agent (the "Agent") for the Investors and the Banks, and their respective successors and assigns (collectively, the "Beneficiaries").
AMENDMENT TO STOCK OPTION AND SAR AGREEMENTS 1. Reference is made to the Amended and Restated Nonqualified Stock Option Agreement, dated as of February 20, 1998, the Nonqualified Stock Option Agreement, dated as of July 17, 1998 and the Nonqualified...Stock Option and Sar Agreements • August 13th, 1999 • Dal Tile International Inc • Structural clay products
DTI Investors LLCRegistration Rights Agreement • August 13th, 1999 • Dal Tile International Inc • Structural clay products
In connection with the granting of registration rights for the benefit of, and the proposed extension of the expiration date of, DTI Investors LLC (the "LLC"), the LLC agrees with Dal-Tile International Inc. ("Dal-Tile") not to consummate any proposed sale or other transfer (whether or not for value) of shares of Dal-Tile common stock or securities convertible into Dal-Tile common stock unless approved by the CEO of Dal-Tile, provided that if Jacques Sardas ("Sardas") is not CEO at such time, such sale or transfer must be approved by a majority of those directors of Dal-Tile who are not officers, directors, employees or consultants of AEA Investors Inc. or members of the LLC. By his execution hereof, Sardas agrees not to consummate any proposed sale or other transfer of shares of Dal-Tile common stock or securities convertible into Dal-Tile common stock unless approved by the LLC. These restrictions are not intended to apply to the transfer by (a) Sardas to family members or family tru
UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 1998 • Dal Tile International Inc • Structural clay products • New York
August 5, 1999Registration Rights Agreement • August 13th, 1999 • Dal Tile International Inc • Structural clay products
AGREEMENT AND PLAN OF MERGER BY AND AMONG MOHAWK INDUSTRIES, INC., MAVERICK MERGER SUB, INC., AND DAL-TILE INTERNATIONAL INC. DATED AS OF NOVEMBER 19, 2001 TABLE OF CONTENTSMerger Agreement • November 20th, 2001 • Dal Tile International Inc • Structural clay products • Delaware
Dal-Tile International Inc. 7834 Hawn Freeway Dallas, Texas 75217Transfer Restriction Letter • November 28th, 2001 • Dal Tile International Inc • Structural clay products
