AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is made
and entered into as of the 6th day of January, 1998, by and
between INTERFACE, INC. (the "Company") and XXXXXXX X. XXXXXXX
("Executive").
W I T N E S S E T H :
WHEREAS, the Company and Executive did enter into that
certain Employment Agreement dated as of April 1, 1997 (the
"Agreement"); and
WHEREAS, the parties hereto desire to modify the Agreement
in certain respects, as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. All capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the same meanings ascribed
to such terms in the Agreement.
2. Section 5(c) of the Agreement is hereby amended to
delete the first sentence thereof in its entirety and substitute
the following in its place:
If, prior to the end of the term of this Agreement, the
Company terminates Executive's employment without "just
cause" (as defined in Section 5(d) below), or if a
"Voluntary Termination" occurs within 24 months
following the date of a "Change in Control" (as such
terms are defined in the Change in Control Agreement
between Executive and Company) or within six months
prior to the date of the Change in Control and is
related to such Change in Control, Executive shall be
entitled to receive, as damages payable as a result of,
and arising from, the Company's breach of this
Agreement, the compensation and benefits set forth in
clauses (i) through (vi) below.
3. Section 5(c)(ix) of the Agreement is hereby deleted in
its entirety and the following is substituted in its place:
(ix) EFFECT OF OTHER TERMINATION EVENTS. If
Executive is terminated for just cause (as defined in
Section 5(d) below) 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,
reimbursable expenses and other amounts as may properly
be due Executive through Executive's last day of
employment. If Executive voluntarily resigns from
employment (other than a "Voluntary Termination" as
defined in the Change in Control Agreement), 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) such salary, reimbursable
expenses and other amounts as may be due Executive
through Executive's last day of employment; (ii) an
annual bonus for the year in which Executive's
employment terminates, prorated through the last day of
employment (the amount of said bonus to be determined
by the Company based on the audited year-end financial
results of the Company and paid promptly after such
results are determined); and (iii) in the case of
disability, such compensation as is provided by the
Company's short and long-term disability plans or, in
the case of death, such payments as are provided by its
life insurance payment policy in effect for executives
of Executive's level or pursuant to the terms of any
separate agreement concerning split-dollar or similar
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, retirement plans and Executive's Salary
Continuation Agreement with the Company).
4. Section 5(c)(x) of the Agreement is hereby amended to
delete the last sentence thereof in its entirety and substitute
the following in its place:
In the event Executive's employment is terminated
without "just cause" (defined below), or a "Voluntary
Termination" (as defined in the Change in Control
Agreement) occurs, in either case within 24 months
following the date of a "Change in Control" (as defined
in the Change in Control Agreement) or within six
months prior to the date of a Change in Control and is
related to such Change in Control, the amounts payable
to Executive under clauses (i) and (ii) above shall be
paid in single lump sum payments determined in the same
manner as provided in Sections 4(c)(i) and (ii) of the
Change in Control Agreement.
5. Sections 7(a)(ii), 7(a)(iii), and 7(a)(vi) of the
Agreement are hereby amended to delete the words "expiration of
this Agreement or" each time such words appear in said clauses.
6. The Agreement, as expressly modified by this Amendment,
shall remain in full force and effect in accordance with its
terms and continue to bind the parties.
IN WITNESS WHEREOF, Executive has executed this Amendment,
and the Company has caused this Amendment to be executed by a
duly authorized representative, as of the date first set forth
above.
INTERFACE, INC.
By: /s/ Xxx X. Xxxxxxxx
Title: Chairman and Chief Executive Officer
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
