EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of this 30th day of July, 2003, by and between INTERFACE, INC., a corporation
organized under the laws of the State of Georgia, U.S.A. (the "Company"), and
XXXXXXXXXXX X. XXXXXXX, a resident of the State of Michigan ("Executive").
W I T N E S S E T H:
WHEREAS, the parties hereto desire to enter into an agreement for the
Company's employment of Executive on the terms and subject to the conditions
contained herein;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration
(including, without limitation, certain stock option and restricted stock awards
granted to Executive in connection with Executive's entering into this
Agreement), the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Employment. Subject to the terms and conditions of this
Agreement, Executive shall be employed by the Company initially as Vice
President of the Company (and President and Chief Executive Officer of Interface
Fabrics Group, Inc.), and shall perform such duties and functions for the
Company and its subsidiaries and affiliates as shall be specified from time to
time by the Chief Executive Officer ("CEO") or Board of Directors of the
Company. Executive hereby accepts such employment and agrees to perform such
executive duties as may be assigned to Executive.
2. Duties. Executive shall devote his full business related time
and best efforts to accomplishing such executive duties at such locations as may
be requested by the CEO of the Company acting under authorization from the Board
of Directors of the Company. Without limiting the foregoing, Executive initially
shall have primary management responsibility for the Company's fabrics
subsidiaries, and shall provide the Services described in Section 9(a)(v)
hereof.
3. Relocation. Executive intends to reside in Xxxxxx Xxxxxx Xxxx,
Xxxxxxxx, until his son graduates from the high school currently attended;
following such graduation, Executive shall relocate and reside in Guilford,
Maine or Grand Rapids, Michigan, as determined by the Company after consultation
with Executive. The reasonable and customary expenses of such relocation shall
be paid by the Company (or reimbursed to Executive) in accordance with the
Interface Fabrics Group, Inc. policy in effect at that time. Until such
relocation occurs, Executive shall be provided with the use of an apartment in
or around Guilford, Maine, with the rent, utilities and other operating costs of
such apartment paid by the Company (or reimbursed to Executive, as the case may
be).
4. Avoidance of Conflict of Interest. While employed by the
Company, Executive shall not engage in any other business enterprise without the
prior written consent of the Company. Without limiting the foregoing, Executive
shall not serve as a principal, partner, employee, officer, or director of, or
consultant to, any other business or entity conducting business for profit
(excepting
DNG Enterprises, a family relocation business) without the prior written
approval of the Company. In addition, under no circumstances will Executive have
any financial interest in any competitor of the Company; provided, however,
Executive may invest in no more than one percent of the outstanding stock or
securities of any competitor, the stock or securities of which are traded on a
national stock exchange of any country.
5. Term. Executive's employment pursuant to this Agreement shall
commence as of the date first set forth above and continue for an initial period
of one year (the "Initial Term"). Upon the expiration of the Initial Term, this
Agreement shall automatically renew on a daily basis and shall continue in
effect until one party gives the other party notice of termination as provided
in Section 6 below (the entire period during which Executive is employed under
this Agreement being referred to herein as the "Term").
6. Termination. Executive's employment with the Company may be
terminated as follows:
(a) Voluntary Termination. Executive may voluntarily terminate his
employment hereunder at any time, effective 45 days after delivery to the
Company of Executive's signed, written resignation; the Company may accept said
resignation and, at the Company's option, accelerate the effective date of said
resignation.
(b) Termination by Company. Subject to the terms of Sections 6(c)
and (d) below, the Company may terminate Executive's employment hereunder, in
its sole discretion, whether with or without "just cause" (as defined below), at
any time upon written notice to Executive.
(c) Termination Without Just Cause. If the Company terminates
Executive's employment without "just cause" (as defined below), Executive shall
be entitled to receive, as his exclusive remedy and as liquidated damages
payable as a result of, and arising from, the Company's deemed breach of this
Agreement, the compensation set forth in clauses (i) and (ii) below. Executive
shall have no duty to mitigate any of the damages payable hereunder.
(i) Continued Salary. If the termination occurs prior to
the end of the Initial Term, Executive shall continue to receive his current
salary (subject to withholding of all applicable taxes) for the balance of the
Initial Term or for a three-month period, whichever is greater, in the same
manner as it was being paid as of the date of termination. If the termination
occurs after the Initial Term, Executive's severance shall be the greater of
three-months current salary or the severance amount provided under the Interface
Fabrics Group, Inc. policy in effect at the time of termination (in either case,
subject to withholding of all applicable taxes and paid in the same manner as
salary was being paid as of the date of termination). For purposes of this
Section 6, Executive's "current salary" shall be the highest rate in effect
during the six-month period prior to Executive's termination.
(ii) Vested Stock Awards. As of Executive's date of
termination, all outstanding stock options granted to Executive under the
Interface, Inc. Omnibus Stock Incentive Plan (or any
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successor plan) shall become 100% vested and thus immediately exercisable.
Executive shall have until 5:00 p.m. (Eastern time) on the second anniversary of
his date of termination within which to exercise any or all of such stock
options. In addition, but only to the extent expressly provided in any
restricted stock agreement associated with the Omnibus Stock Incentive Plan (or
any successor plan), restrictions on all shares of restricted stock (and other
performance shares, performance units or deferred shares) awarded to Executive
under said plan shall lapse, and the affected shares shall become 100% vested.
(iii) Cessation Upon Death. The salary continuation benefit
payable under clause (i) of this Section 6(c) shall cease in the event of
Executive's death.
(iv) Additional Consideration. To be entitled to receive
the foregoing compensation, Executive shall sign a covenant not to xxx and
release of claims (in a form acceptable to the Company), and such other
documents as the Company may reasonably request of Executive, prior to or at the
time of the initial payment, and for so long as Executive is entitled to the
benefits of such compensation Executive shall cooperate fully with and devote
Executive's reasonable best efforts to providing assistance reasonably requested
by the Company. Such assistance shall be focused on transitioning duties and
shall not require Executive to be active in the Company's day-to-day activities
or interfere with other (non-competitive) employment of Executive, and Executive
shall be reimbursed for all reasonable and necessary out-of-pocket business
expenses incurred in providing such assistance.
(v) Change in Control. In the event Executive's
employment is terminated without "just cause" within 24 months following the
date of a "Change in Control" (as defined in the stock option agreement and
restricted stock agreement evidencing the awards to Executive under Section 7(d)
hereof), or following the sale of the Company's fabrics subsidiaries, the
severance amount payable to Executive shall be 12 months current salary and
shall be paid in single lump sum payment within 30 days of such event (this
payment is in lieu of the salary continuation described in clause (i) above); in
addition, all outstanding stock options shall become 100% vested and thus
immediately exercisable, and, in the case of termination within 24 months of a
"Change in Control," all shares of restricted stock (and other performance
shares, performance units or deferred shares) shall become 100% vested.
(d) Termination for Just Cause. The Company, for just cause, may
immediately terminate Executive's employment hereunder at any time upon delivery
of written notice to Executive. For purposes of this Agreement, the phrase "just
cause" shall mean: (i) Executive's fraud, dishonesty, gross negligence, or
willful misconduct with respect to business affairs of the Company (including
its subsidiaries and affiliated companies), (ii) Executive's refusal or repeated
failure to follow the established lawful policies of the Company applicable to
persons occupying the same or similar positions, (iii) Executive's material
breach of this Agreement, or (iv) Executive's conviction of a felony or other
crime involving moral turpitude. A termination of Executive for just cause based
on clause (i), (ii) or (iii) of the preceding sentence shall take effect 10 days
after Executive receives from the Company written notice of intent to terminate
and the Company's description of the alleged cause, unless Executive shall,
during such 10-day period, remedy the events or circumstances constituting just
cause; provided, however, such termination shall take effect immediately upon
the
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giving of written notice of termination for just cause under any of such clauses
if the Company shall have determined in good faith that such events or
circumstances are not remediable (which determination shall be stated in such
notice). If Executive is terminated for just cause prior to the end of the Term
of this Agreement, then Executive shall be entitled to no payment or
compensation whatsoever from the Company under this Agreement, other than such
salary and reimbursable expenses as may properly be due Executive through
Executive's last day of employment.
(e) Effect of Other Termination Events. If Executive voluntary
resigns from employment, or his employment is terminated due to Executive's
disability or death (as defined in the Company's long-term disability plan or
insurance policy), Executive shall be entitled to only (i) in the case of
resignation, such salary, reimbursable expenses and other amounts as may be due
Executive through Executive's last day of employment; (ii) in the case of
disability, such compensation as provided by the Company's short and long-term
disability plans; or (iii) in the case of death, such payments as are provided
by its life insurance payment policy or plan in effect at that time or pursuant
to the terms of any separate agreement concerning life insurance; provided,
however, Executive or Executive's estate, as the case may be, shall not by
operation of this provision forfeit any rights in which Executive is vested at
the time of Executive's disability or death (including, without limitation, the
rights and benefits provided under applicable stock plans and retirement plans).
(f) Survival of Provisions. Upon termination of Executive's
employment for any reason whatsoever (whether voluntary on the part of
Executive, without just cause, for just cause, or for other reasons), the
obligations of Executive pursuant to Section 9 hereof shall survive and remain
in effect.
7. Compensation and Benefits. In consideration of Executive's
duties and Services hereunder, the Company shall provide to Executive the
following compensation and benefits:
(a) Salary. Executive's initial salary under this Agreement shall
be $285,000 per annum (payable in accordance with the Company's normal payroll
practices for similarly situated employees).
(b) Bonus. Executive shall be eligible, for each fiscal year
ending during the Term, to receive a "regular" bonus in accordance with the
Company's bonus program, as in effect from time to time. Executive's initial
regular bonus opportunity shall be 85% of base salary. The bonus criteria and
targets shall be determined by the CEO or the Compensation Committee of the
Company's Board of Directors. Executive's bonus criteria and targets for fiscal
2003 are attached hereto as Attachment "A." In addition, for fiscal 2003 and
2004, Executive shall be eligible to participate in a Special Incentive Program
approved by the Compensation Committee, a copy of which is attached hereto as
Attachment "B."
(c) Company Car. Executive may elect to receive a cash car
allowance of $1,000 per month, or receive a Company leased vehicle (for which
the monthly payment, including taxes, shall not exceed $1,000).
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(d) Equity Awards. Promptly upon Executive's signing of this
Agreement, Executive shall be granted (i) a stock option to acquire 20,000
shares of the Company's common stock, pursuant to the form of stock option
agreement attached hereto as Attachment "C," and (ii) 30,000 shares of
restricted stock, pursuant to the form of restricted stock agreement attached
hereto as Attachment "D."
(e) Vacation. Executive shall be entitled to two weeks of paid
vacation for the balance of 2003, and three weeks of paid vacation per year
during the first five full years of the Term. Beginning January 1, 2009, and for
the balance of the Term, Executive shall be entitled to four weeks of paid
vacation per year. Vacation that is not utilized in a particular year may not be
carried over to any subsequent year.
(f) Expenses. The Company shall reimburse Executive, or pay
directly, all reasonable business expenses incurred by Executive in the
performance of his duties under this Agreement, provided that Executive incurs
and accounts for such expenses in accordance with all Company policies and
directives, as in effect from time to time.
(g) Other Benefits. To the extent that Executive is qualified by
the requirements of the applicable benefit plans, and subject to the terms and
conditions thereof, Executive shall be entitled during the Term to participate
in all employee benefit plans generally provided by the Company or its
subsidiaries to fabrics group management personnel, for so long as the Company
and its subsidiaries provide such benefit plans. As of the date hereof, such
plans include a 401(k) plan (50% Company match on up to 4% of employee pay
contributed), non-qualified savings plan, life insurance, disability insurance,
medical insurance and dental insurance.
(h) Tax Equalization. In the event of Executive's relocation
outside of the United States, the Company and Executive will cooperate in good
faith to agree on such adjustments to Executive's compensation and benefits
package as are appropriate to provide consistent after-tax income to Executive
equivalent to that of a person receiving Executive's pay and benefits taxable
under the terms of the U.S. Internal Revenue Code, while also acting in the best
interests of the Company.
8. Legal Fees. While neither party reasonably expects Xxxxxxxx
Xxxxx, Inc., a former employer of Executive, to contest the Company's hiring of
Executive, if any court action is initiated by Xxxxxxxx Xxxxx, the Company shall
pay (or reimburse to Executive) all legal fees and related expenses incurred by
Executive in defending such action (which may include counterclaims against
Xxxxxxxx Xxxxx and/or certain members of its management); provided, however,
that the Company may at any time within 90 days after such an action is filed by
Xxxxxxxx Xxxxx, in the Company's discretion, elect to terminate the employment
relationship with Executive, and in such event (i) no severance benefits shall
be owed or paid to Executive under Section 6(c) hereof or otherwise, (ii)
notwithstanding the language of Section 6(f), the restrictive covenants of
Sections 9(d), (e), (g) and (i) hereof shall not apply to Executive, and (iii)
the Company shall have no obligation to pay (or reimburse Executive) for any
legal fees and expenses incurred after the effective date of the termination.
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9. Restrictive Covenants.
(a) Definitions. As used in this Section 9, the following terms
shall have the meanings ascribed to such terms as set forth below.
(i) "Company" - Interface, Inc. and its direct and
indirect subsidiaries and affiliated entities throughout the world.
(ii) "Confidential Information" - information relating to
Company's customers, operations, finances, and business in any form that derives
value from not being generally known to other persons or entities, including,
but not limited to, technical or nontechnical data, formulas, patterns
(including future carpet and fabric patterns), customer purchasing practices and
preferences, compilations (including compilations of customer information),
programs (including computer programs and models), devices (including carpet and
fabric manufacturing equipment), methods (including aesthetic and functional
design and manufacturing methods), techniques (including style and design
technology and plans), drawings (including product or equipment drawings),
processes, financial data (including sales forecasts, sales histories, business
plans, budgets and other forecasts), or lists of actual or potential customers
or suppliers (including identifying information about those customers), whether
or not reduced to writing. Confidential Information subject to this Agreement
may include information that is not a trade secret under applicable law, but
such information not constituting a trade secret shall be treated as
Confidential Information under this Agreement for only a two-year period after
the termination of Executive's employment.
(iii) "Customers" - customers of the Company that
Executive, during the two year period before the termination of Executive's
employment, (A) solicited or serviced or (B) about whom Executive had
Confidential Information. The parties acknowledge that a two-year period for
defining Customers (as well as "Suppliers", below) is reasonable based on the
Company's typical sales cycle, budgetary requirements and procurement
procedures.
(iv) "Products" - specialty interior fabrics, including
(A) panel fabrics for open plan office systems, (B) furniture upholstery, (C)
wall and ceiling coverings and (D) window treatments, all for contract,
commercial and institutional markets and customers (including original equipment
manufacturers).
(v) "Services" - the services Executive shall provide as
a Company executive and that Executive shall be prohibited from providing
(whether as an owner, employee, consultant or in any other capacity) in
competition with Company in accordance with the terms of this Agreement, which
are to manage and supervise, and to have responsibility for, the conduct and
execution of the business of designing, developing, manufacturing, purchasing
for resale, marketing, selling, distributing, installing and maintaining, for
contract, commercial and institutional markets and customers (including original
equipment manufacturers), specialty interior fabrics, including (A) panel
fabrics for open plan furniture systems, (B) furniture upholstery, (C) wall and
ceiling coverings, and (D) window treatments; without limiting the foregoing,
the services shall include:
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(1) preparation of business plans, budgets and forecasts, (2) development of
strategies for pricing of products to customers, (3) supervision of marketing
and sale of products and customer service, (4) development of overall strategy
for such business, including overseas manufacturing or sourcing of products and
raw materials, (5) design and development of products, (6) development and
maintenance of relationships with customers and suppliers, (7) employment and
supervision of executives and sales personnel, (8) development of plans for
expansion of such business, including expansion through merger, acquisition,
joint venture and other combinations and affiliations, and (9) supervision and
oversight of interior fabrics manufacturing operations and quality control,
including methods for reducing waste in the production process. Executive
acknowledges that he has been informed of and had an opportunity to discuss with
the Company the specific activities Executive will perform as Services, and that
Executive understands the scope of the activities constituting Services.
(vi) "Supplier" - a supplier of Company that Executive,
during the two year period before the termination of Executive's employment, (A)
had contact with on behalf of Company or (B) about whom Executive had
Confidential Information.
(vii) "Territory" - North America, which is the principal
geographic area where Executive performs Services for the Company and in which
the Company continues to conduct business. Executive has been informed of and
had an opportunity to discuss with the Company the specific territory in which
Executive will perform Services. Executive acknowledges that the market for
Company Products is worldwide, and that the Territory is the area in which
Executive's provision of Services in violation of this Agreement would cause
harm to the Company.
(b) Non-disclosure and Restricted Use. Executive shall use his
best efforts to protect Confidential Information. Furthermore, Executive will
not use, except in connection with work for the Company, and will not disclose
during or after Executive's employment, Company's Confidential Information.
(c) Return of Materials. Upon the termination for any reason of
Executive's employment, or at any time upon Company's request, Executive will
deliver promptly to the Company all materials, documents, plans, records, notes
or other papers and any copies in Executive's possession or control relating in
any way to the Company's business, which at all times shall be the property of
the Company.
(d) Non-solicitation of Customers. During employment and for one
year after the termination for any reason of Executive's employment, Executive
will not solicit any Customer for the purpose of providing or selling any
Products (except those produced or sold by the Company) to such Customer.
(e) Non-solicitation of Suppliers. During employment and for one
year after the termination for any reason of Executive's employment, Executive
will not solicit any Supplier for the purpose of obtaining goods or services
that the Company obtained from that Supplier and that are used in or relate to
any Products.
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(f) Non-solicitation of Company Employees. During employment and
for one year after the termination for any reason of Executive's employment,
Executive will not solicit for employment with another person or entity, anyone
who is, or was at any time during the year prior to such termination of
Executive's employment, a Company employee.
(g) Limitations on Post-Termination Competition. During employment
and for one year after the termination for any reason of Executive's employment,
Executive will not provide any Services within the Territory to any person or
entity (other than the Company) designing, developing, manufacturing, marketing,
selling, distributing or installing any Products.
(h) Disparagement. Executive shall not at any time make false or
misleading statements about the Company, including its products, management,
employees, customers and suppliers.
(i) Future Employment Opportunities. At any time before, and for
one year after, the termination for any reason of Executive's employment,
Executive shall, before accepting employment with another employer, provide such
prospective employer with a copy of this Agreement and, upon accepting any
employment with another employer, provide the Company with such employer's name
and a description of the services Executive will provide to such employer.
(j) Work For Hire Acknowledgment; Assignment. Executive
acknowledges that Executive's work on and contributions to documents, programs,
and other expressions in any tangible medium (collectively, "Works") are within
the scope of Executive's employment and part of Executive's duties and
responsibilities. Executive's work on and contributions to the Works will be
rendered and made by Executive for, at the instigation of, and under the overall
direction of, the Company, and are and at all times shall be regarded, together
with the Works, as "work made for hire" as that term is used in the United
States Copyright Laws. Without limiting this acknowledgment, Executive assigns,
grants, and delivers exclusively to the Company all rights, titles, and
interests in and to any such Works, and all copies and versions, including all
copyrights and renewals. Executive shall execute and deliver to the Company, its
successors and assigns, any assignments and documents the Company requests for
the purpose of establishing, evidencing, and enforcing or defending its
complete, exclusive, perpetual and worldwide ownership of all rights, titles and
interests of every kind and nature, including all copyrights, in and to the
Works, and Executive constitutes and appoints the Company as Executive's agent
to execute and deliver any assignments or documents Executive fails or refuses
to promptly execute and deliver, this power and agency being coupled with an
interest and being irrevocable.
(k) Inventions, Ideas and Patents. Executive shall disclose
promptly to the Company (which shall receive it in confidence), and only to the
Company, any invention or idea of Executive (developed alone or with others)
conceived or made during Executive's employment by the Company or within six
months of the date of termination of employment. Executive assigns to the
Company any such invention or idea in any way connected with Executive's
employment with the Company or related to the Company's business, research or
development, or demonstrably anticipated research or development, and will
cooperate with the Company and sign all documents deemed necessary by the
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Company to enable it to obtain, maintain, protect and defend patents covering
such inventions and ideas and to confirm the Company's exclusive ownership of
all rights in such inventions, ideas and patents. Executive irrevocably appoints
the Company as Executive's agent to execute and deliver any assignments or
documents Executive fails or refuses to execute and deliver promptly, this power
and agency being coupled with an interest and being irrevocable. This
constitutes the Company's written notification that this assignment does not
apply to an invention for which no equipment, supplies, facility or trade secret
information of the Company was used and which was developed entirely on
Executive's own time, unless (i) the invention relates (A) directly to the
business of the Company, or (B) to the Company's actual or demonstrably
anticipated research or development, or (ii) the invention results from any work
performed by Executive for the Company.
10. Injunctive Relief. Executive acknowledges that any breach of
the terms of Section 9 hereof would result in material damage to the Company,
although it might be difficult to establish the monetary value of the damage.
Executive therefore agrees that the Company, in addition to any other rights and
remedies available to it, shall be entitled to obtain an immediate injunction
(whether temporary or permanent) from any court of appropriate jurisdiction in
the event of any such breach thereof by Executive, or threatened breach which
the Company in good faith believes will or is likely to result in irreparable
harm to the Company.
11. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Georgia and
the federal laws of the United States of America, without regard to rules
relating to the conflict of laws. Executive hereby consents to the exclusive
jurisdiction of the Superior Court of Xxxx County, Georgia and the U.S. District
Court in Atlanta, Georgia and hereby waives any objection Executive might
otherwise have to jurisdiction and venue in such courts in the event either
court is requested to resolve a dispute between the parties.
12. 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 Airborne
Express), and (iii) upon the earlier of actual receipt or the expiration of five
days after mailing if sent by registered or certified express mail, postage
prepaid, to the parties at the following addresses:
To the Company: Interface, Inc.
0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Fax No.: 000-000-0000
Attn: Chief Executive Officer
With a copy to: Interface, Inc.
0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Fax No.: 000-000-0000
Attn: General Counsel
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To Executive: Xxxxxxxxxxx X. Xxxxxxx
at the last address and fax number
shown on the records of the Company
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.
13. Failure to Enforce. The failure of either party hereto at any
time, or for any period of time, to enforce any of the provisions of this
Agreement shall not be construed as a waiver of such provision(s) or of the
right of such party thereafter to enforce each and every such provision.
14. Binding Effect. This Agreement shall inure to the benefit of,
and be binding upon, the Company and its successors and assigns, and Executive
and his heirs and personal representatives. Any business entity or person
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
assumption of this Agreement by such successor.
15. Entire Agreement. This Agreement supersedes all prior
discussions and agreements between the parties and constitutes the sole and
entire agreement between the Company and Executive with respect to the subject
matter hereof. This Agreement shall not be modified or amended except pursuant
to a written document signed by the parties hereto, which makes specific
reference to this Agreement.
16. Severability. The Company's various rights and remedies
referenced in this Agreement are cumulative and nonexclusive of one another, and
Executive's covenants and agreements contained herein are severable and
independent of one another. The existence of any claim by Executive against the
Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to enforcement by the Company of any or all of such covenants or
agreements of Executive hereunder. If any provision of this Agreement shall be
held to be illegal, invalid or unenforceable by a court of competent
jurisdiction, it is the intention of the parties that the remaining provisions
shall constitute their agreement with respect to the subject matter hereof, and
all such remaining provisions shall continue in full force and effect.
17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
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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.
INTERFACE, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx, President and
Chief Executive Officer
Attest: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxx, Secretary
EXECUTIVE:
/s/ Xxxxxxxxxxx X. Xxxxxxx
--------------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
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