AMENDMENT TO SPLIT DOLLAR INSURANCE AGREEMENT
AMENDMENT
TO
This Amendment to Split Dollar
Insurance Agreement (this “Amendment”) is made and entered into on the 29 day of
December, 2008, by and between XXXXXX X. XXXXXXX (hereinafter called “Employee”)
and INTERFACE, INC. (hereinafter called “Employer”).
W I T N E
S S E T H:
WHEREAS, Employee and Employer entered
into a Split Dollar Insurance Agreement dated February 21, 1997 (the
“Agreement”);
WHEREAS,
the parties believe that Section 409A of the Internal Revenue Code of 1986, as
amended (“Code Section 409A”), applies to a portion of the benefits under the
Agreement and that the Agreement does not comply with the requirements of Code
Section 409A;
WHEREAS,
the parties believe that, with the modifications described in this Amendment,
the Agreement will comply with Code Section 409A; and
WHEREAS, consistent with transition
relief provided under section III.D.2 of Internal Revenue Service Notice
2007-34, Employee and Employer desire to modify the Agreement 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. The first
sentence of paragraph 2 of the Agreement is hereby deleted and the following is
substituted in its place:
Employee
shall be the owner of the Policy on his life, and may exercise all ownership
rights granted to the owner thereof by the terms of the Policy; provided, (i)
Employee will not be permitted to make any Policy withdrawals or Policy loans,
or otherwise access or use Policy values, prior to the termination of this
Agreement; and (ii) Employee will not take any action that would impair any
right or interest of Employer in and to the Policy as provided
herein.
3. Paragraph
7 of the Agreement is hereby deleted in its entirety and the following is
substituted in its place:
7. Termination
Events. This Agreement shall terminate automatically, subject
to the provisions of paragraphs 8 and 9 below, on the six-month anniversary of
the date on which Employee separates from service with Employer or, if earlier,
on the six-month anniversary of the date on which Employee attains age 65
(unless such date is within six months following Employee’s separation from
service). For purposes of this Agreement, Employee shall be deemed to
have separated from service when he has a “separation from service” as such term
is defined in Section 409A of the Internal Revenue Code of 1986, as amended, and
regulations and guidance issued thereunder. The provisions of this paragraph 7
shall replace and supersede any contrary or inconsistent term or provision of
any plan, agreement or arrangement (including without limitation any employment
agreement or contract) between the parties to this Agreement.
4. Paragraph
8 is hereby amended by deleting references to “within 270 days of the date of
termination” and substituting in their place “within 90 days after the
applicable date of termination under paragraph 7 above.”
5. Paragraph
9 is hereby amended by deleting the reference to “within 270 days” and
substituting in its place “within 90 days.”
IN WITNESS WHEREOF, Employee has
executed this Amendment, and Employer has caused this Amendment to be executed
by a duly authorized representative, as of the date first set forth
above.
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EMPLOYEE:
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/s/ Xxxxx X. Xxxxxx
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/s/ Xxxxxx X. Xxxxxxx (SEAL)
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Witness
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XXXXXX
X. XXXXXXX
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EMPLOYER:
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INTERFACE,
INC.
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/s/
Xxxxx X. Xxxxxx
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By:
/s/ Xxxxxxx X.
Xxxxxxx
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| Witness |
Title:
Senior Vice President
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[CORPORATE
SEAL]
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