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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of the 1st day of April, 1997, by and between INTERFACE, INC., a corporation
organized under the laws of the State of Georgia, U.S.A. (the "Company"), and
XXX X. XXXXXXXX, a resident of Atlanta, Georgia ("Executive").
WITNESSETH:
WHEREAS, the parties hereto entered into an employment agreement,
effective as of August 1, 1995, setting forth the terms of Executive's
employment with the Company (the "Prior Agreement");
WHEREAS, the parties desire to continue the employment arrangement and
to modify the Prior Agreement in certain respects; and
WHEREAS, the terms of this Agreement, which continues, amends and
restates the Prior Agreement in its entirety, reflect the modified terms of
employment which the parties desire to have govern their employment relationship
commencing on the date hereof.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, 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 as its Chairman and Chief
Executive Officer, 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 Board of Directors of the Company; Executive hereby accepts such employment
and agrees to perform such executive duties as may be assigned to Executive.
Executive may be relocated, Executive's titles and duties may be changed, and
Executive may be promoted to a higher position within the Company, but Executive
will not be demoted or given lesser titles.
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 Board of Directors of the Company.
3. 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
(other than as a director of NationsBank Corporation and Royal Ten Cate (USA),
Inc.) 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
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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.
4. Term. 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.
5. 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 90 days after delivery to the
Company of Executive's signed, written resignation; the Company may accept said
resignation and pay Executive in lieu of waiting for passage of the notice
period.
(b) Termination by Company. Subject to the terms of Sections 5(c)
and (d) below, the Company may terminate Executive's employment hereunder, in
its sole discretion, whether with or without "just cause", at any time upon
written notice to Executive.
(c) Termination Without Just Cause. If, prior to the end of the
term of this Agreement, the Company terminates Executive's employment without
"just cause" (as defined in subsection (d) below), 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. The time periods for which compensation and benefits will be
provided with respect to (i) through (iv) below is referred to herein as the
"Continuation Period", which means the time period remaining from the date of
Executive's termination of employment to the end of the remaining term of this
Agreement as provided in Section 4 above. Except to the extent provided in
clause (x) hereof, Executive shall have no duty to mitigate any of the damages
payable hereunder. The fact that Executive is eligible for retirement, including
early retirement, under applicable retirement plans or his Salary Continuation
Agreement (see clause (vi) below) at the time of Executive's termination shall
not make Executive ineligible to receive benefits under this Section 5(c).
(i) Salary. Executive will continue to receive his
current salary (subject to withholding of all applicable taxes) for the
Continuation Period in the same manner as it was being paid as of the date of
termination. 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 Continuation Period in an amount for each
calendar month during such period 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 such termination occurs equal to
the Average Bonus multiplied by the number of days Executive worked in such year
divided by 365 days. Said prorated bonus shall be paid within 30 days of the
date of termination. Any bonus amounts that Executive had previously earned from
the Company but which may not yet have been paid as of the date of termination
shall not be affected by this provision; provided, however, 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.
(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 for the Continuation Period 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, reaching age 65 or similar events). Any additional coverages
Executive had at termination, including dependent coverage, will also be
continued for the Continuation 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 do not permit continued participation by Executive, then 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 as of 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 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 plans are
still maintained by the Company, the Interface Flooring Systems, Inc. Retirement
Plan and Trust, and the Interface, Inc. Savings and Investment Plan (the
"Savings Plan"). Executive's participation in such retirement plans shall
continue for the Continuation Period (at the end of which 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 (ii) above
shall be treated (unless otherwise excluded under the terms of such retirement
plans) as compensation when computing benefits under the 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,
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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 Continuation 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) Stock Awards. As of Executive's date of termination,
all outstanding stock options granted to Executive under 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 shall become 100% vested
and thus immediately exercisable. To the extent inconsistent with this immediate
vesting requirement, the provisions of this clause (v) shall constitute an
amendment of Executive's stock option agreements under such stock plans. In
addition, but only to the extent expressly provided in any restricted stock
agreement associated with the Interface, Inc. Omnibus Stock Incentive Plan,
restrictions on all shares of restricted stock (and other performance shares,
performance units or deferred shares) awarded to Executive (if any) under said
plan shall lapse, and the affected shares shall become 100% vested.
(vi) Salary Continuation Agreement. From and after
Executive's date of termination, Executive shall continue to be covered by, and
entitled to the benefits provided under, Executive's Salary Continuation
Agreement with the Company, payable in accordance with the terms of said
agreement. If Executive is entitled to benefits under this Section 5(c), he will
be treated as having his employment terminated by the Company without "Cause" as
described in the Salary Continuation Agreement.
(vii) Cessation Upon Death. The continuation benefits
payable or to be provided under clauses (i), (ii), (iii) and (iv) of this
Section 5(c) shall cease in the event of Executive's death. (The foregoing shall
not operate or be construed to negate the benefits payable to Executive and
Executive's estate under the plans and policies referenced in clauses (iii) and
(iv) in the event of Executive's death during the Continuation Period.)
(viii) Additional Consideration. To be entitled to receive
the foregoing compensation, Executive shall sign whatever additional release of
claims, confidentiality agreements and other documents the Company may
reasonably request of Executive at the time of 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 requested by the Company. Such assistance shall not require Executive
to be active in the Company's day-to-day activities or engage in any substantial
travel, and Executive shall be reimbursed for all reasonable and necessary
out-of-pocket business expenses incurred in providing such assistance.
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(ix) Effect of Other Termination Events. If Executive
voluntarily resigns from employment or 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 as may be due Executive through Executive's last day of employment. If
Executive's 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 no payment or compensation other than as provided
by the Company's short and long-term disability plans or, in the case of death,
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 retirement plans and Executive's Salary Continuation Agreement with
the Company).
(x) Change in Control. If Executive becomes entitled to
compensation and benefits under this Section 5(c) and such payments would be
considered to be severance payments contingent upon a change in control under
Internal Revenue Code Section 280G, Executive shall be required to offer to
perform the duties and job Executive was performing under this Agreement at the
time of the change in control and, if such offer is rejected, to mitigate
damages (but only with respect to amounts that would be treated as severance
payments under Code Section 280G) by reducing the amount of such severance
payments Executive is entitled to receive by any compensation and benefits
Executive earns from subsequent employment (but Executive shall not be required
to seek such employment) during the Continuation Period. If the compensation and
benefits payable to Executive under this Section 5(c) are reduced by mitigation,
Executive shall continue to be entitled to receive in the aggregate under this
Agreement and the Change in Control Agreement between Executive and Company of
even date herewith, an amount of compensation and benefits at least equal to
2.99 times Executive's "Base Amount" as defined in Internal Revenue Code Section
280G. 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
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.
(d) 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 30 days
after Executive receives from the Company written notice of intent to terminate
and the Company's description of the alleged
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cause, unless Executive shall, during such 30-day period, remedy the events or
circumstances constituting just cause; provided, however, such termination shall
take effect immediately upon the 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).
(e) Survival of Provisions. Upon termination of Executive's
employment for any reason whatsoever (whether voluntary on the part of
Executive, for just cause, or other reasons), the obligations of Executive
pursuant to Section 7 hereof shall survive and remain in effect.
6. Compensation and Benefits. During the term of Executive's
employment with the Company hereunder:
(a) Continuity. Executive's salary, current perquisites
(including, but not limited to, car allowance) and bonus opportunity (currently
expressed as a percentage of Executive's base salary) may be increased from time
to time as determined by the Board of Directors (or Committee of the Board), but
shall not be reduced or eliminated.
(b) Other Benefits. Executive shall be entitled to vacation with
pay, life insurance, health insurance and such other employee benefits as
Executive may be entitled to receive in accordance with the established plans
and policies of the Company, as in effect from time to time.
(c) Tax Equalization. In the event of Executive's relocation, 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.
7. Restrictive Covenants.
(a) Definitions. As used in this Section 7, 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,
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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 expiration
of this Agreement or termination of Executive's employment.
(iii) "Customers" - customers of Company that Executive,
during the two year period before the expiration of this Agreement or
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 Company's typical sales cycle, budgetary requirements and
procurement procedures.
(iv) "Products" - (A) broadloom carpet, carpet tile, and
broadloom carpet in six-foot and competitive widths, (B) specialty interior
fabrics (wall, panel, window and upholstery), and (C) specialty chemicals and
interior architectural products (including raised/access floors) for contract,
commercial and institutional markets and customers (i.e., all markets other than
residential).
(v) "Services" - the services Executive shall provide as
a Company executive and that Executive shall be prohibited from providing 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 of the
business of designing, developing, manufacturing, purchasing for resale,
marketing, selling, distributing, installing, maintaining and reclaiming, for
contract, commercial and institutional markets and customers (i.e., all markets
other than residential), (A) broadloom carpet, carpet tile, and broadloom carpet
in six-foot and competitive widths, (B) specialty interior fabrics (wall, panel,
window and upholstery), and (C) specialty chemicals and interior architectural
products (including raised/access floors); without limiting the foregoing,
Executive shall be responsible for: (1) development of overall business
strategy, (2) planning for expansion of the business, including expansion
through mergers, acquisitions, joint ventures and other combinations and
affiliations, (3) providing supervision and oversight of the principal
executives in charge of various components of the business, (4) developing and
leading efforts to enhance and improve the environmental sustainability of the
foregoing products and of the manufacturing operations and processes utilized
with respect to such products, and (5) serving as the representative and
spokesman for the business with its various constituencies, including employees,
customers, suppliers, shareholders and the investment community. Executive
acknowledges that he has been informed of and had an opportunity to discuss with
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 expiration of this Agreement or
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 geographic
area where Executive performs Services for Company and in which Company
continues to conduct business. Executive
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has been informed of and had an opportunity to discuss with 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 Company.
(b) Non-disclosure and Restricted Use. Executive shall use best
efforts to protect Confidential Information. Furthermore, Executive will not
use, except in connection with work for Company, and will not disclose during or
after Executive's employment, Company's Confidential Information.
(c) Return of Materials. Upon the expiration of this Agreement or
termination for any reason of Executive's employment, or at any time upon
Company's request, Executive will deliver promptly to Company all materials,
documents, plans, records, notes or other papers and any copies in Executive's
possession or control relating in any way to Company's business, which at all
times shall be the property of Company.
(d) Non-solicitation of Customers. During employment and for two
years after the termination for any reason of Executive's employment, Executive
will not solicit Customers for the purpose of providing or selling any Products.
(e) Non-solicitation of Suppliers. During employment and for two
years 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 Company obtained from that Supplier and that are used in or relate to any
Products.
(f) Non-solicitation of Company Employees. During employment and
for two years 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 two years after the termination for any reason of Executive's
employment, Executive will not provide any Services within the Territory to any
person or entity developing, manufacturing, marketing, selling, distributing or
installing any Products.
(h) Disparagement. Executive shall not at any time make false or
misleading statements about Company, including its products, management,
employees, customers and suppliers.
(i) Future Employment Opportunities. At any time before, and for
two years 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 Company with such employer's name and
a description of the services Executive will provide to such employer.
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(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, 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 Company all rights, titles, and interests in and to
any such Works, and all copies and versions, including all copyrights and
renewals. Executive will execute and deliver to Company, its successors and
assigns, any assignments and documents 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 Company as Executive's agent to execute and deliver any
assignments or documents Executive fails or refuses promptly to 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 Company (which shall receive it in confidence), and only to Company,
any invention or idea of Executive (developed alone or with others) conceived or
made during Executive's employment by Company or within six months of the date
of expiration of this Agreement or termination of employment. Executive assigns
to Company any such invention or idea in any way connected with Executive's
employment with Company or related to Company's business, research or
development, or demonstrably anticipated research or development, and will
cooperate with Company and sign all documents deemed necessary by Company to
enable it to obtain, maintain, protect and defend patents covering such
inventions and ideas and to confirm Company's exclusive ownership of all rights
in such inventions, ideas and patents. Executive irrevocably appoints 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 Company's
written notification that this assignment does not apply to an invention for
which no equipment, supplies, facility or trade secret information of Company
was used and which was developed entirely on Executive's own time, unless (i)
the invention relates (A) directly to the business of Company, or (B) to
Company's actual or demonstrably anticipated research or development, or (ii)
the invention results from any work performed by Executive for Company.
8. Injunctive Relief. Executive acknowledges that any breach of
the terms of Section 7 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.
9. 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
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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.
10. 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:
To the Company: Interface, Inc.
0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Fax No.: 000-000-0000
Attn: Board of Directors
With a copy to: Interface, Inc.
0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Fax No.: 000-000-0000
Attn: General Counsel
To Executive: Xxx X. Xxxxxxxx
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.
11. 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.
12. 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.
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13. 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.
14. 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.
15. 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.
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/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President and
Chief Operating Officer
Attest: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Secretary
EXECUTIVE:
/s/ Xxx X. Xxxxxxxx
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Xxx X. Xxxxxxxx
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