Exhibit 10.2
FORM OF AMENDMENT TO SALARY CONTINUATION AGREEMENT
This Amendment to Salary Continuation Agreement ("Amendment") is
made and entered into as of the ____ day of __________, 1998, by and
between Interface, Inc. (the "Company") and ______________________
("Employee").
W I T N E S S E T H :
WHEREAS, the Company and Employee did enter into that certain
Salary Continuation Agreement dated as of ____________, 1998 (the
"Agreement"); and
WHEREAS, the parties hereto desire to amend 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 6(a) of the Agreement is hereby deleted in its entirety
and the following is substituted in its place:
(a) Acceleration of Payments. The Company shall not have a
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unilateral right to accelerate the payment of any benefits
payable under this Agreement. Employee (or, in the case of
Employee's death or mental incapacity, his Beneficiary or spouse,
as applicable under Section 4(b), or the duly appointed
representative of his person or estate) may request in writing an
acceleration of the payment of any benefits payable under this
Agreement, provided that the Company shall have the sole
discretion to determine whether any such acceleration will be
permitted and the Company may establish standards for permitting
such accelerated distributions. In the event such acceleration
is approved by the Company, the amount payable will be the single
sum present value of the payments otherwise due Employee and
shall be determined in accordance with the following:
(i) If, at the time of such acceleration, Employee has
already commenced receiving Early Retirement or Normal
Retirement Payments, the amount payable shall be the single
sum present value of the scheduled Early Retirement or
Normal Retirement Payments (using the mortality table and
interest rate assumptions set forth in clause (iv) below).
(ii) If, at the time of such acceleration, Employee has
not yet commenced receiving Early Retirement or Normal
Retirement Payments, Employee shall be assumed to have
continued his employment with the Company and elected to
commence his retirement on the date ranging from age 55 to
age 65 (the "Maximum Benefit Date") that will result in his
receiving on the acceleration payment date the greatest
single sum present value benefit (of Early Retirement or
Normal Retirement Payments, as the case may be) that could
be paid to Employee (using the mortality table and interest
rate assumptions set forth in clause (iv) below).
(iii) In addition, in the event Employee has been
terminated without Cause at any time following a Change in
Control (or a Voluntary Termination has occurred within six
months prior to, or within 24 months following, the date of
a Change in Control), and at the time of such acceleration
Employee has not yet commenced receiving Early Retirement
Payments, the single sum present value benefit otherwise
payable to Employee under clause (ii) above shall be
increased by a percentage equal to: (x) the average annual
percentage increase in the U.S. consumer price index -- all
cities -- urban consumers, published by the U.S. Department
of Labor (or if no longer published, such other mutually
agreed index) over the preceding 20 years, MULTIPLIED BY
(y) the number of years (and partial years determined on a
monthly basis) between the date of such termination and the
Maximum Benefit Date.
(iv) The calculations under this Section 6(a) shall be
made by applying the mortality tables prescribed in Code
Section 417(e), and an interest rate that is the lesser of
(x) six percent or (y) the interest rate used by the Pension
Benefit Guaranty Corporation (or its successor organization)
as of the first day of the calendar year in which the
acceleration occurs to value immediate annuities on
termination of a Code Section 401(a) qualified defined
benefit pension plan.
3. The sentence in Schedule A under the heading "Change in Control"
is amended to read in its entirety as follows:
Notwithstanding anything to the contrary contained
herein, in the event of a Change in Control, the
benefits described in this Schedule A are subject
to certain protections and enhancements as
described in Sections 6(a), 6(c), 8(b) and 10 of
the Agreement.
4. 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.
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IN WITNESS WHEREOF, Employee has executed this Amendment, and the
Company has caused this Amendment to be executed by its duly
authorized officers, as of the date first written above.
INTERFACE, INC.
By: ____________________________________
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman and CEO
Attest:__________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary
EMPLOYEE
_________________________________________
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