CHANGE IN CONTROL AGREEMENT
Exhibit
99.2
THIS
CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made and entered into as of
the 6th
day of
October, 2005, by and between Interface,
Inc.,
a
Georgia corporation (the “Company”), and Xxxxxxx
X. Xxxxx,
a
resident of the State of Georgia (“Executive”).
W
I T N E S S E T H:
WHEREAS,
the Company wishes to assure both itself and its key employees of continuity
of
management and objective judgment in the event of any Change in Control (as
defined in Section 3(c) below) of the Company, and to induce its key employees
to remain employed by the Company; and
WHEREAS,
Executive is a key employee of the Company, or one or more of its direct and
indirect subsidiaries, and an integral part of its management; and
WHEREAS,
this Agreement is not intended to alter materially the compensation and benefits
that Executive reasonably could expect to receive in the absence of a Change
in
Control of the Company, and this Agreement accordingly will be operative only
upon circumstances relating to a Change in Control of the Company, as set forth
herein.
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1.
Operation
of Agreement.
This
Agreement shall be effective immediately upon its execution by the parties
hereto, but anything in this Agreement to the contrary notwithstanding, neither
this Agreement nor any provision hereof shall be operative unless, during the
term of this Agreement, there has been a Change in Control of the Company,
as
defined in Section 3(c) below. Immediately upon such an occurrence, all of
the
provisions hereof shall become operative.
2.
Term
of Agreement.
The
duration of this Agreement (the “term”) shall be for a rolling, two-year term
commencing on the date hereof, and shall be deemed automatically (without
further action by either the Company or Executive) to extend each day for an
additional day such that the remaining term of the Agreement shall continue
to
be two years; provided, however, that on Executive's 63rd birthday, this
Agreement shall cease to extend automatically and, on such date, the remaining
term of this Agreement shall be two years; and, provided further, the Company
may, by notice to Executive, cause this Agreement to cease to extend
automatically and, upon such notice, the term of this Agreement shall be two
years following such notice.
3.
Definitions.
In
addition to the terms defined elsewhere in this Agreement, the following terms
shall have the meanings ascribed to them below.
(a)
Board
or Board of Directors.
The
terms “Board” and “Board of Directors” shall mean the Board of Directors of
Interface, Inc., or its successor.
(b)
Cause.
The
term “Cause” as used herein shall mean: (i) an act that constitutes, on the part
of Executive, (A) fraud, dishonesty, gross negligence, or willful misconduct
and
(B) that directly results in material injury to the Company (or any of its
subsidiaries), or (ii) Executive's conviction of a felony or other crime
involving moral turpitude. A termination of Executive for Cause based on clause
(i) of the preceding sentence shall take effect 30 days after the Company gives
written notice of such termination to Executive specifying the conduct deemed
to
qualify as Cause, unless Executive shall, during such 30-day period, remedy
the
events or circumstances constituting Cause to the reasonable satisfaction of
the
Company. A termination for Cause based on clause (ii) above shall take effect
immediately upon the Company’s delivery of the termination notice.
(c)
Change
in Control.
The
term “Change in Control” as used herein shall mean and be deemed to occur on the
earliest of, and upon any subsequent occurrence of, the following:
(i)
during
such period as the holders of the Company’s Class B common stock are entitled to
elect a majority of the Company’s Board of Directors, the Permitted Holders (as
defined below) shall at any time fail to be the “beneficial owners” (as defined
in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934) of a
majority of the issued and outstanding shares of the Company’s Class B common
stock;
(ii)
at
any
time during which the holders of the Company’s Class B common stock have ceased
to be entitled to elect a majority of the Company’s Board of Directors, the
acquisition by any “person”, entity, or “group” of “beneficial ownership: (as
such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act
of 1934, and rules promulgated thereunder) of more than 30 percent of the
outstanding capital stock entitled to vote for the election of directors
(“Voting Stock”) of (A) the Company, or (B) any corporation which is the
surviving or resulting corporation, or the transferee corporation, in a
transaction described in clause (iii)(A) or (iii)(B) immediately
below;
(iii) the
effective time of (A) a merger, consolidation or other business combination
of
the Company with one or more corporations as a result of which the holders
of
the outstanding Voting Stock of the Company immediately prior to such merger
or
consolidation hold less than 51 percent of the Voting Stock of the surviving
or
resulting corporation, or (B) a transfer of all or substantially all of the
property or assets of the Company other than to an entity of which the Company
owns at least 51 percent of the Voting Stock, or (C) a plan of complete
liquidation of the Company; and
(iv)
the
election to the Board of Directors of the Company, without the recommendation
or
approval of Xxx X. Xxxxxxxx if he is then serving on the Board of Directors,
or,
if he is not then serving, of the incumbent Board of Directors of the Company,
of the lesser of (A) four directors, or (B) directors constituting a majority
of
the number of directors of the Company then in office.
(d)
Code.
The
term “Code” shall mean the Internal Revenue Code of 1986, as
amended.
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(e)
Disability.
The
term “Disability” shall mean Executive’s inability, as a result of physical or
mental incapacity, to substantially perform Executive’s duties for the Company
on a full-time basis for a continuous period of six months.
(f)
Permitted
Holders.
The
term “Permitted Holders” shall mean the individuals listed on Schedule 10.11 to
the Second Amended and Restated Credit Agreement dated as of June 25, 1997,
by
and among the Company, certain of its subsidiaries, SunTrust Bank and the other
banks parties thereto (regardless of whether said agreement is terminated or
continues in force and effect), provided that, for purposes of this definition,
the reference to each such individual shall be deemed to include the members
of
such individual’s immediate family, such individual’s estate, and any trusts
created by such individual for the benefit of members of such individual’s
immediate family.
(g)
Present
Value.
The
term “Present Value” shall have the same meaning as provided in Section
280G(d)(4) of the Code.
(h)
Stock
Plans.
The
term “Stock Plans” shall mean the Interface, Inc. Omnibus Stock Incentive Plan,
the Interface, Inc. Key Employee Stock Option Plan (1993), the Interface, Inc.
Offshore Stock Option Plan, and the Interface Flooring Systems, Inc. Key
Employee Stock Option Plan, together with any other incentive stock plans
adopted by the Company during the term of this Agreement.
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4.
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Benefits
Following a Change in Control.
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(a)
Immediate
Vesting of Stock Awards.
Upon
the occurrence of a Change in Control during the term of this Agreement,
(i) all outstanding stock options (and stock appreciation rights, if
any)
granted to Executive under the Stock Plans shall become 100% vested and thus
immediately exercisable; and (ii) all restrictions on and vesting
requirements for all shares of restricted stock (or other performance shares,
performance units or deferred shares) awarded to Executive under the Interface,
Inc. Omnibus Stock Incentive Plan (or any other Stock Plan) shall lapse, and
such shares and awards shall become 100% vested. To the extent inconsistent
with
this immediate vesting requirement, the provisions of this subsection (a) shall
constitute an amendment of Executive’s stock option agreements and restricted
stock agreements issued under the Stock Plans.
(b)
Termination
Six Months Before or Two Years After Change in Control.
If a
Change in Control occurs during the term of this Agreement and Executive’s
employment is terminated (x) within 24 months following the date of
the
Change in Control, or (y) within six months prior to the date of the Change
in
Control and is related to such Change in Control, and in the case of either
(x)
or (y) such termination is a result of Involuntary Termination or Voluntary
Termination, as defined below, then the benefits described in subsection (c)
below shall be paid or provided to Executive:
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(i)
Involuntary
Termination.
For
purposes hereof, “Involuntary Termination” shall mean termination of employment
that is involuntary on the part of Executive and that occurs for reasons other
than for Cause, Executive’s Disability, the voluntary election of Executive to
retire (including early retirement) within the meaning of applicable retirement
plans, or Executive’s death.
(ii)
Voluntary
Termination.
For
purposes hereof, “Voluntary Termination” shall mean termination of employment
that is voluntary on the part of Executive, and either (A) is subsequent to
the
Company providing notice to Executive, in accordance with Section 2 of this
Agreement, that the term of this Agreement will cease to extend automatically,
or (B) in the judgment of Executive, is due to (x) a reduction
of
Executive’s responsibilities, title or status resulting from a formal change in
such title or status, or from the assignment to Executive of any duties
inconsistent with Executive’s title, duties or responsibilities in effect within
the year prior to the Change in Control; (y) a reduction in Executive’s
compensation or benefits, or (z) a Company-required involuntary relocation
of Executive’s place of residence or a significant increase in Executive’s
travel requirements. A termination shall not be considered voluntary within
the
meaning of this Agreement if such termination is the result of Cause,
Executive’s Disability, a voluntary election of Executive to retire (including
early retirement) within the meaning of applicable retirement plans, or
Executive’s death; provided, however, the fact that Executive is eligible for
retirement (including early retirement) under applicable retirement plans at
the
time of Executive’s termination due to the reasons in any of clauses (A) or (B)
(x), (y) or (z) of this subsection (b)(ii) shall not make Executive ineligible
to receive benefits under this Agreement.
(c)
Benefits
to be Provided.
If
Executive becomes eligible for benefits under subsection (b) above,
the
Company shall pay or provide to Executive the compensation and benefits set
forth in this subsection (c); provided, however, that the compensation and
benefits to be paid or provided pursuant to paragraphs (i) through (iv) of
this
subsection (c) shall be reduced to the extent that Executive receives or is
entitled to receive upon Executive’s termination the compensation and benefits
(but only to the extent Executive actually receives such compensation and
benefits) described in paragraphs (i) through (iv) of this subsection (c)
pursuant to the terms of an employment agreement with the Company or as a result
of a breach by the Company of the employment agreement; and, provided, further,
after taking into consideration any such reductions, Executive shall continue
to
be entitled to receive in the aggregate under this Agreement and the employment
agreement an amount of compensation and benefits equal to the full amount of
compensation and benefits provided under this Agreement, and any amounts paid
under paragraphs (i), (ii) and (iv) of this Agreement shall be paid in the
manner provided in such paragraphs.
(i)
Salary.
Executive will continue to receive his current salary (subject to withholding
of
all applicable taxes) for a period of 24 months from Executive’s date of
termination in the same manner as it was being paid as of the date of
termination; provided, however, that the salary payments provided for hereunder
shall be paid in a single lump sum payment, to be paid not later than 30 days
after Executive’s termination of employment; and, provided further, the amount
of such lump sum payment shall be determined by taking the salary payments
to be
made and discounting them to their Present Value (as defined in Section 3(g)
above) on the date Executive’s employment is terminated. For purposes hereof,
Executive’s “current salary” shall be the highest rate in effect during the
six-month period prior to Executive’s termination.
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(ii)
Bonuses
and Incentives.
Executive shall receive bonus payments from the Company for the 24 months
following the month in which Executive’s employment is terminated in an amount
for each month equal to one-twelfth of the average of the bonuses paid to
Executive for the two calendar years immediately preceding the year in which
such termination occurs (“Average Bonus”). Executive shall also receive a
prorated bonus for the year in which Executive’s employment terminates equal to
the Average Bonus multiplied by the number of days Executive worked in such
year
divided by 365 days. Any bonus amounts that Executive had previously earned
from
the Company (or its subsidiaries) but which may not yet have been paid as of
the
date of termination shall not be affected by this provision; provided, however,
that if the amount of the bonus for such prior year has not yet been determined,
the bonus shall be an amount not less than the Average Bonus. The bonus amounts
determined herein shall be paid in a single lump sum payment, to be paid not
later than 30 days after termination of employment; and, provided further,
the
amount of such lump sum payment shall be determined by taking the bonus payments
(as of the payment date) to be made and discounting them to their Present Value
on the date Executive’s employment is terminated.
(iii)
Health
and Life Insurance Coverages.
The
health and life insurance benefit coverages (including any executive medical
and/or life insurance plans) provided to Executive at Executive’s date of
termination shall be continued by the Company at its expense at the same level
and in the same manner as if Executive’s employment had not terminated (subject
to the customary changes in such coverages upon Executive’s retirement or
reaching age 65), beginning on the date of such termination and ending on the
date 24 months from the date of such termination. Any additional coverages
Executive had at termination, including dependent coverage, will also be
continued for such period on the same terms, to the extent permitted by the
applicable policies or contracts. Any costs Executive was paying for such
coverages at the time of termination shall be paid by Executive by separate
check payable to the Company each month in advance (or in such other manner
as
the Company may agree). If the terms of any benefit plan referred to in this
subsection (c)(iii) do not permit continued participation by Executive, the
Company will arrange for other coverage at its expense providing substantially
similar benefits. The coverages provided for in this subsection shall be applied
against and reduce the period for which COBRA benefits will be provided. If
Executive is covered by a split-dollar or similar life insurance program at
the
date of termination, Executive shall have the option in Executive’s sole
discretion to have such policy transferred to Executive upon termination,
provided that, except as may otherwise be provided in a separate agreement,
the
Company (or its subsidiary, as the case may be) is paid for its interest (i.e.,
the cash surrender value) in the policy upon such transfer.
(iv)
Employee
Retirement Plans.
If
applicable law and the provisions of the applicable plan permit continued
participation, Executive will be entitled to continue to participate, consistent
with past practices, in the tax-qualified employee retirement plans maintained
by the Company in effect as of Executive’s date of termination, including, to
the extent such plan is still maintained by the Company, the Interface, Inc.
Savings Investment Plan and Trust (the “Savings Plan”). Executive’s
participation in such retirement plans shall continue for a period of 24 months
from the date of termination of Executive’s employment (at which point Executive
will be considered to have terminated employment within the meaning of the
plans), and the compensation payable to Executive under subsections (c)(i)
and
(c)(ii) of this Section 4 shall be treated (unless otherwise
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excluded
under the terms of such retirement plans) as compensation when computing
benefits under such plans. For purposes of the Savings Plan, Executive will
be
credited with an amount equal to the Company’s contribution to the plan,
assuming Executive had participated in such plan at the maximum permissible
contribution level. To the extent permissible under applicable law, Executive
shall also be considered fully vested under such plans. If continued
participation in any plan is not permitted or if Executive’s benefits are not
fully vested, the Company shall pay to Executive and, if applicable, Executive’s
beneficiary, a supplemental benefit equal to the present value on the date
of
termination of employment (calculated as provided in each plan) of the excess
of
(A) the benefit Executive would have been paid under such plan if Executive
had
continued to be covered for the 24-month period (less any amounts Executive
would have been required to contribute) and been treated as fully vested, over
(B) the benefit actually payable under such plan. The Company shall pay such
additional benefits (if any) in a lump sum within 30 days of the date of
termination.
(v)
Effect
of Lump Sum Payment.
The
lump sum payment under subsections (c)(i) and (c)(ii) of this Section 4 shall
not alter the amounts Executive is entitled to receive under the benefit plans
and arrangements described in subsections (c)(iii) and (c)(iv) above. Benefits
under such plans shall be determined as if Executive had remained employed
and
received such payments without reduction for their Present Value over a period
of 24 months.
5.
Payments
to Cover Excise Taxes.
(a)
Anything
in this Agreement to the contrary notwithstanding, in the event it shall be
determined (as hereafter provided) that any payment or distribution to or for
Executive, whether paid or payable or distributed or distributable pursuant
to
the terms of this Agreement or pursuant to or by reason of any other agreement,
policy, plan, program or arrangement (including, without limitation, any
employment agreement, Stock Plan or salary continuation agreement), or similar
right (a “Payment”), would be subject to the excise tax imposed by Section 4999
of the Code (or any successor provisions thereto), or any interest or penalties
with respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereafter collectively referred to as the “Excise
Tax”), then Executive shall be entitled to receive an additional payment or
payments (a “Gross-Up Payment”) from the Company. The total amount of the
Gross-Up Payment shall be an amount such that, after payment by (or on behalf
of) Executive of any Excise Tax and all federal, state and other taxes
(including any interest or penalties imposed with respect to such taxes) imposed
upon the Gross-Up Payment, the remaining amount of the Gross-Up Payment is
equal
to the Excise Tax imposed upon the Payment(s). For purposes of clarity, the
amount of the Gross-Up Payment shall be that amount necessary to pay the Excise
Tax in full and all taxes assessed upon the Gross-Up Payment.
(b)
An
initial determination as to whether a Gross-Up Payment is required pursuant
to
this Section 5 and the amount of such Gross-Up Payment shall be made by an
accounting firm selected by the Company, and reasonably acceptable to Executive,
which is then designated as one of the five largest accounting firms in the
United States (the “Accounting Firm”). The Accounting Firm shall provide its
determination (the “Determination”), together with detailed supporting
calculations and documentation to the Company and Executive as promptly as
practicable after such calculation is
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requested
by the Company or by Executive with respect to a Payment (or Payments), and
if
the Accounting Firm determines that no Excise Tax is payable by Executive with
respect to a Payment (or Payments), it shall furnish Executive with an opinion
reasonably acceptable to Executive that no Excise Tax will be imposed with
respect to any such Payment(s). Within 15 days of the delivery of the
Determination to Executive, Executive shall have the right to dispute the
Determination (the “Dispute”). The Gross-Up Payment, if any, as determined
pursuant to this Section 5 shall be paid by the Company to Executive within
15
days of the receipt of the Accounting Firm’s Determination. The existence of the
Dispute shall not in any way affect the right of Executive to receive the
Gross-Up Payment in accordance with the Determination. If there is no Dispute,
the Determination shall be binding, final and conclusive upon the Company and
Executive subject to the application of Section 5(c).
(c)
As
a
result of the uncertainty in the application of Sections 4999 and 280G of the
Code, it is possible that a Gross-Up Payment (or a portion thereof) will be
paid
which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or
a portion thereof) which should have been paid will not have been paid (an
“Underpayment”). An Underpayment shall be deemed to have occurred upon the
earliest to occur of the following events: (i) upon notice (formal or
informal) to Executive from any governmental taxing authority that the tax
liability of Executive (whether in respect of the then current taxable year
of
Executive or in respect of any prior taxable year of Executive) may be increased
by reason of the imposition of the Excise Tax on a Payment (or Payments) with
respect to which the Company has failed to make a sufficient Gross-Up Payment,
(ii) upon a determination by a court, (iii) by reason of a
determination by the Company (which shall include the position taken by the
Company, or its consolidated group, on its federal income tax return), or (iv)
upon the resolution to the satisfaction of Executive of the Dispute. If any
Underpayment occurs, Executive shall promptly notify the Company and the Company
shall pay to Executive within 15 days of the date the Underpayment is deemed
to
have occurred under (i), (ii), (iii) or (iv) above, but in no event less than
5
days prior to the date on which the applicable government taxing authority
has
requested payment, an additional Gross-Up Payment equal to the amount of the
Underpayment plus any interest and penalties imposed on the
Underpayment.
An
Excess
Payment shall be deemed to have occurred upon a “Final Determination” (as
hereinafter defined) that the Excise Tax shall not be imposed upon any
Payment(s) (or portion of a Payment) with respect to which Executive had
previously received a Gross-Up Payment. A Final Determination shall be deemed
to
have occurred when Executive has received from the applicable governmental
taxing authority a refund of taxes or other reduction in his tax liability
by
reason of the Excess Payment and upon either (i) the date a determination is
made by, or an agreement is entered into with, the applicable governmental
taxing authority which finally and conclusively binds Executive and such taxing
authority, or in the event that a claim is brought before a court of competent
jurisdiction, the date upon which a final determination has been made by such
court and either all appeals have been taken and finally resolved or the time
for all appeals has expired, or (ii) the statute of limitations with
respect to Executive’s applicable tax return has expired. If an Excess Payment
is determined to have been made, the amount of the Excess Payment shall be
treated as a loan by the Company to Executive and Executive shall pay to the
Company within 15 days following demand (but not less than 30 days after
the determination of such Excess Payment) the amount of the Excess Payment
plus
interest at an annual rate equal to the rate provided for in
Section 1274(b)(2)(B) of the Code from the date the Gross-Up Payment
(to
which the Excess Payment relates) was paid to Executive until the date of
repayment to the Company.
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(d)
Notwithstanding
anything contained in this Agreement to the contrary, in the event that,
according to the Determination, an Excise Tax will be imposed on any Payment(s),
the Company shall pay to the applicable government taxing authorities as Excise
Tax withholding, the amount of any Excise Tax that the Company has actually
withheld from the Payment(s); provided, that the Company’s payment of withheld
Excise Tax shall not alter the Company’s obligation to pay the Gross-Up Payment
required under this Section 5.
(e)
Executive
and the Company shall each provide the Accounting Firm access to and copies
of
any books, records and documents in the possession of the Company or Executive,
as the case may be, reasonably requested by the Accounting Firm, and otherwise
cooperate with the Accounting Firm in connection with the preparation and
issuance of the Determination contemplated by Section 5(b) hereof.
(f)
The
fees
and expenses of the Accounting Firm for its services in connection with the
Determination and calculations contemplated by Section 5(b) shall be paid by
the
Company.
6.
Miscellaneous.
(a)
Notices.
All
notices, consents and other communications required or authorized to be given
by
either party to the other under this Agreement shall be in writing and shall
be
deemed to have been given or submitted (i) upon actual receipt if delivered
in
person or by facsimile transmission, (ii) upon the earlier of actual receipt
or
the expiration of two business days after sending by express courier (such
as
UPS or Federal Express), and (iii) upon the earlier of actual receipt or the
expiration of seven days after mailing if sent by registered or certified
express mail, postage prepaid, to the parties at the following
addresses:
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To
the Company:
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Interface,
Inc.
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0000
Xxxxx Xxxxx Xxxx, Xxxxx 0000
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Xxxxxxx,
Xxxxxxx 00000
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Fax
No.: 000-000-0000
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Attn:
Chief Executive Officer
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With
a copy to:
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Interface,
Inc.
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0000
Xxxxx Xxxxx Xxxx, Xxxxx 0000
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Xxxxxxx,
Xxxxxxx 00000
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Fax
No.: 000-000-0000
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Attn:
General Counsel
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To
Executive:
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Xxxxxxx
X. Xxxxx
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at
the last address and fax number
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shown
on the records of the Company
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Executive
shall be responsible for providing the Company with a current address. Either
party may change its address (and facsimile number) for purposes of notices
under this Agreement by providing notice to the other party in the manner set
forth above.
(b)
Assignment.
This
Agreement shall inure to the benefit of and shall be binding upon the parties
hereto and their respective executors, administrators, heirs, personal
representatives and successors, but, except as hereinafter provided, neither
this Agreement nor any right hereunder may be assigned or transferred by either
party hereto, or by any beneficiary or any other person, nor be subject to
alienation, anticipation sale, pledge, encumbrance, execution, levy or other
legal process of any kind against Executive, Executive’s beneficiary or any
other person. Notwithstanding the foregoing, any person or business entity
succeeding to all or substantially all of the business of the Company by stock
purchase, merger, consolidation, purchase of assets or otherwise, shall be
bound
by and shall adopt and assume this Agreement, and the Company shall obtain
the
express assumption of this Agreement by such successor.
(c)
Executive’s
Death.
In the
event Executive shall die after, or within six months prior to, the date a
Change in Control occurs and this Agreement becomes operative, all amounts
and
benefits which would have been payable or due to Executive if Executive had
continued to live (including, in the event Executive dies after a Voluntary
or
Involuntary Termination, the amounts and benefits described in Section 4(c)
hereof) shall be paid and provided in accordance with the terms of this
Agreement to the executors, administrators, heirs or personal representatives
of
Executive’s estate.
(d)
No
Obligation to Fund.
The
agreement of the Company (or its successor) to make payments to Executive
hereunder shall represent the unsecured obligation of the Company (and its
successor), except to the extent (i) the terms of any other agreement, plan
or
arrangement pertaining to the parties provide for funding; or (ii) the Company
(or its successor) in its sole discretion elects in whole or in part to fund
the
Company’s obligations under this Agreement pursuant to a trust arrangement or
otherwise.
(e)
Applicable
Law.
This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of Georgia (USA).
(f)
Arbitration
of Disputes; Expenses.
All
claims by Executive for compensation and benefits under this Agreement shall
be
directed to and determined by the Board and shall be in writing. Any denial
by
the Board of a claim for benefits under this Agreement shall be delivered to
Executive in writing and shall set forth the specific reasons for the denial
and
the specific provisions of this Agreement relied upon. The Board shall afford
a
reasonable opportunity to Executive for a review of a decision denying a claim
and shall further allow Executive to appeal to the Board a decision of the
Board
within 60 days after notification by the Board that Executive’s claim has been
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denied.
Any further dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Atlanta, Georgia,
in
accordance with the commercial arbitration rules of the American Arbitration
Association then in effect. The arbitration award shall be final and binding
upon the parties and judgment upon the award may be entered in any court having
jurisdiction. In the event Executive incurs legal fees and other expenses in
seeking to obtain or to enforce any rights or benefits provided by this
Agreement and is successful, in whole or in part, in obtaining or enforcing
any
such rights or benefits through settlement, arbitration or otherwise, the
Company shall promptly pay Executive’s reasonable legal fees and expenses
incurred in enforcing this Agreement and the fees of the arbitrator(s). Except
to the extent provided in the preceding sentence, each party shall pay its
own
legal fees and other expenses associated with any dispute, provided, however,
that the fee for the arbitrator(s) shall be shared equally.
(g)
Amendment.
This
Agreement may only be amended by a written instrument signed by the parties
hereto, which makes specific reference to this Agreement.
(h)
Severability.
If any
provision of this Agreement shall be held invalid or unenforceable by any court
of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provisions hereof.
(i)
Other
Benefits.
Nothing
in this Agreement shall limit or replace the compensation or benefits payable
to
Executive, or otherwise adversely affect Executive’s rights, under any other
benefit plan, program or agreement to which Executive is a party.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf by its duly authorized officers, and Executive has hereunder set his
hand, as of the date first above written.
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INTERFACE,
INC.
By:
/s/
Xxxxxx X. Hendrix_____________
Xxxxxx X. Xxxxxxx, President and
Chief Executive Officer
Attest:
/s/
Xxxxxxx X. Willoch___________
Xxxxxxx X. Xxxxxxx, Secretary
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxx ___________________
Xxxxxxx
X. Xxxxx
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