EXHIBIT 10.19
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
XXXX X. XXXXXX, a resident of the United Kingdom ("Executive").
WITNESSETH:
WHEREAS, the parties desire to enter into an employment agreement
setting forth the terms of Executive's employment with the Company or one or
more of its direct and indirect subsidiaries;
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 subject to 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 as Senior Vice President
of the Company (and President and Chief Executive Officer of the Company's
principal operating subsidiaries in Europe and the Asia-Pacific region), 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 President, 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. 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.
Executive acknowledges that if the Company determines to place management
responsibility for the Asia-Pacific region under another executive reporting to
the President or CEO of the Company (as was the case until 1996), such change
shall not, for purposes hereof, constitute a demotion or lessening of titles
for 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 President or CEO of the Company, acting under
authorization from 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 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.
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 (v) 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 (ix) 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 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.
(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
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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 (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, 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 or cessation 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 reduced to the extent that any statutory
benefits are payable (and in fact paid) during the Continuation Period. 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 (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 plans are
still maintained by the Company and applicable to Executive, the Interface
Flooring Systems, Inc. Retirement Plan and Trust, the Interface Europe Pension
Scheme, 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, 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,
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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
under said plan shall lapse, and the affected shares shall become 100% vested.
(vi) 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.)
(vii) 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.
(viii) 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
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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).
(ix) 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 (or such other amount as may be permitted without incurring
excise taxes or similar penalties under any similar law that may be in effect
or implemented in England and Wales and applicable to Executive). 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 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.
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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, company car) and bonus opportunity (currently
expressed as a percentage of Executive's base salary) may be increased from
time to time as determined by the President, CEO or 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 laws of England and
Wales, while also acting in the best interests of the Company.
(d) Schedule. The Schedule attached hereto contains a written
statement of the particulars of Executive's employment as required by the
English Employment Rights Act (1996).
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, 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.
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(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" - broadloom carpet, carpet tile and
broadloom carpet in six-foot and competitive widths 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 and distributing, for contract, commercial and institutional
markets and customers (i.e., all markets other than residential), carpet,
including carpet tile; without limiting the foregoing, Executive shall be
responsible for: (A) preparation of business plans, budgets and forecasts, (B)
development of strategies for pricing of products to customers, (C) supervision
of marketing and sale of products and customer service, (D) development of
overall strategy for such business, (E) design and development of products, (F)
development and maintenance of relationships with principal customers and
suppliers, (G) employment and supervision of key executives and sales
personnel, (H) development of plans for expansion of such business, including
expansion through merger, acquisition, joint venture and other combinations and
affiliations, (I) supervision and oversight of carpet and carpet tile
manufacturing operations and quality control, including "mass customization"
production strategy and methods for reducing waste in the production process,
and (J) serving as spokesman for the business with its various constituencies,
including customers, employees and suppliers.
(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" - England, Ireland, Scotland, France,
Netherlands, Germany, Spain, Italy, Switzerland, Belgium, Denmark, Norway,
Sweden, Finland, Russia, Greece, Czech Republic, Poland, Ukraine, Hungary,
Luxembourg, Turkey, South Africa, Saudi Arabia, Israel, Syria, Lebanon, Egypt,
the United Arab Emirates, Kuwait, India, Pakistan, China, Taiwan, Hong Kong,
Malaysia, Thailand, Singapore, Australia, Indonesia, Japan, Philippines and
South Korea, which is the geographic area where Executive performs Services for
Company and in which Company continues to conduct business. Executive 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.
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(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 one
year after the termination for any reason of Executive's employment, or for
such longer period as Executive is receiving benefits under Section 5(c)(i) and
(ii) hereof, Executive will not solicit Customers for the purpose of providing
or selling any Products.
(e) Non-solicitation of Suppliers. During employment and for one
year after the termination for any reason of Executive's employment, or for
such longer period as Executive is receiving benefits under Section 5(c)(i) and
(ii) hereof, 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 one year after the termination for any reason of Executive's employment, or
for such longer period as Executive is receiving benefits under Section 5(c)(i)
and (ii) hereof, 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; provided, that this
restriction shall only apply with respect to employees for whom Executive had
management responsibilities, and to executive and sales personnel, whether or
not Executive had management responsibilities for such employees.
(g) Limitations on Post-Termination Competition. During
employment and for six months after the termination for any reason of
Executive's employment, or for such longer period as Executive is receiving
benefits under Section 5(c)(i) and (ii) hereof, Executive will not in
competition with the Company provide any Services within the Territory to any
person or entity developing, manufacturing, marketing, selling, distributing or
installing any Products, without the prior written approval of the Company.
(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
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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.
(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.
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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 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: 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
To Executive: Xxxx X. Xxxxxx
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
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bound by and shall adopt and assume this Agreement, and the Company shall
obtain the assumption of this Agreement by such successor.
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/ Xxx X. Xxxxxxxx
------------------------------------
Xxx X. Xxxxxxxx, Chairman and
Chief Executive Officer
Attest: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx, Secretary
EXECUTIVE:
/s/ Xxxx X. Xxxxxx
------------------------------------------
Xxxx X. Xxxxxx
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SCHEDULE TO EMPLOYMENT AGREEMENT
Written Statement of Particulars of Employment for the purpose of Section 1 of
the Employment Rights Act of 1996 (England):
1. Commencement of continuity of employment
Executive's continuous period of employment began on November 13, 1972 (with
Heuga U.K. Ltd., a subsidiary of Heuga Holding, B.V., which was acquired by
Interface, Inc. in 1988).
2. Previous Employment
No employment of Executive with a previous employer counts as part of
Executive's continuous employment.
3. Job Title
The job title of Executive at commencement of the Agreement is Senior Vice
President of Interface, Inc., and President and Chief Executive Officer of
Interface Europe, Inc. and Interface Asia-Pacific, Inc.
4. Notice Period
See Sections 4 and 5 of the Agreement.
5. Remuneration
Executive's base salary shall be L.144,000 per annum, payable monthly in
arrears. In addition, Executive shall be entitled to the benefits set out in
Section 6 of the Agreement.
6. Hours of Work
The hours of work of Executive shall be such hours as may be requisite for the
proper discharge of his duties hereunder.
7. Holidays
Executive shall be entitled to 35 days (27 working plus 8 statutory) paid
holiday in each holiday year, which runs from January 1 to December 31.
8. Sick Pay
Other than as set out in the Agreement or otherwise communicated in writing to
Executive, there are no terms and conditions relating to incapacity for work
due to sickness or injury.
9. Pensions
Other than as set out or referenced in the Agreement or otherwise communicated
in writing to Executive, there are no terms and conditions relating to
pensions. A contracting out certificate is not in force in respect of the
employment.
10. Grievance Procedure
Executive should refer any grievance he may have about his employment or about
any disciplinary decision relating to him to the President of Interface, Inc.
in writing.
11. Disciplinary Rules
There are no disciplinary rules relating to employment other than those which
are set out in the Agreement.
12. Place of Work
Executive's normal place of work is Berkhamsted, England.
