AMENDMENT TO CHANGE IN CONTROL AGREEMENT
This Amendment to Change in Control Agreement ("Amendment")
is made and entered into as of the 6th day of January, 1998, by
and between INTERFACE, INC. (the "Company") and XXXXXX X. XXXXXXX
("Executive").
W I T N E S S E T H :
WHEREAS, the Company and Executive did enter into that
certain Change in Control 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 3(c) of the Agreement is hereby deleted in its
entirety and the following is substituted in its place:
(c) CHANGE IN CONTROL. The term "Change in
Control" as used herein shall mean and be deemed to
occur on the earliest of, and upon any subsequent
occurrence of, the following:
(i) during such period as the holders of the Company's
Class B common stock are entitled to elect a majority of the
Company's Board of Directors, the Permitted Holders (as
defined below) shall at any time fail to be the "beneficial
owners" (as defined in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934) of a majority of the issued
and outstanding shares of the Company's Class B common
stock;
(ii) at any time during which the holders of the
Company's Class B common stock have ceased to be entitled to
elect a majority of the Company's Board of Directors, the
acquisition by any "person", entity, or "group" of
"beneficial ownership" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, and
rules promulgated thereunder) of more than 30 percent of the
outstanding capital stock entitled to vote for the election
of directors ("Voting Stock") of (A) the Company, or (B) any
corporation which is the surviving or resulting corporation,
or the transferee corporation, in a transaction described in
clause (iii)(A) or (iii)(B) immediately below;
(iii) the effective time of (A) a merger,
consolidation or other business combination of the Company
with one or more corporations as a result of which the
holders of the outstanding Voting Stock of the Company
immediately prior to such merger or consolidation hold less
than 51 percent of the Voting Stock of the surviving or
resulting corporation, or (B) a transfer of all or
substantially all of the property or assets of the Company
other than to an entity of which the Company owns at least
51 percent of the Voting Stock, or (C) a plan of complete
liquidation of the Company; and
(iv) the election to the Board of Directors of the
Company, without the recommendation or approval of Xxx X.
Xxxxxxxx if he is then serving on the Board of Directors,
or, if he is not then serving, of the incumbent Board of
Directors of the Company, of the lesser of (A) four
directors, or (B) directors constituting a majority of the
number of directors of the Company then in office.
3. The reference in Section 3(h) of the Agreement to
"Amended and Restated Credit Agreement dated June 30, 1995" is
hereby changed to "Second Amended and Restated Credit Agreement
dated as of June 25, 1997".
4. Section 4(a) of the Agreement is hereby deleted in its
entirety and the following is substituted in its place:
(a) IMMEDIATE VESTING OF STOCK AWARDS. Upon the
occurrence of a Change in Control during the term of
this Agreement, (i) all outstanding stock options (and
stock appreciation rights, if any) granted to Executive
under the Stock Plans shall become 100% vested and thus
immediately exercisable; and (ii) all restrictions on
and vesting requirements for all shares of restricted
stock (or other performance shares, performance units
or deferred shares) awarded to Executive under the
Interface, Inc. Omnibus Stock Incentive Plan (or any
other Stock Plan) shall lapse, and such shares and
awards shall become 100% vested. To the extent
inconsistent with this immediate vesting requirement,
the provisions of this subsection (a) shall constitute
an amendment of Executive's stock option agreements and
restricted stock agreements issued under the Stock
Plans.
5. Section 4(b)(ii) of the Agreement is hereby deleted in
its entirety and the following is substituted in its place:
(ii) VOLUNTARY TERMINATION. For purposes
hereof, "Voluntary Termination" shall mean termination
of employment that is voluntary on the part of
Executive, and either (A) is subsequent to the Company
providing notice to Executive, in accordance with
Section 2 of this Agreement, that the term of this
Agreement will cease to extend automatically, or (B) in
the judgment of Executive, is due to (x) a reduction of
Executive's responsibilities, title or status resulting
from a formal change in such title or status, or from
the assignment to Executive of any duties inconsistent
with Executive's title, duties or responsibilities in
effect within the year prior to the Change in Control;
(y) a reduction in Executive's compensation or
benefits, or (z) a Company-required involuntary
relocation of Executive's place of residence or a
significant increase in Executive's travel
requirements. A termination shall not be considered
voluntary within the meaning of this Agreement if such
termination is the result of Cause, Executive's
Disability, a voluntary election of Executive to retire
(including early retirement) within the meaning of
applicable retirement plans, or Executive's death;
provided, however, the fact that Executive is eligible
for retirement (including early retirement) under
applicable retirement plans or Executive's Salary
Continuation Agreement (see subsection (c)(vi) below)
at the time of Executive's termination due to the
reasons in any of clauses (A) or (B) (x), (y) or (z) of
this subsection (b)(ii) shall not make Executive
ineligible to receive benefits under this Agreement.
6. Section 4(c)(v) of the Agreement is hereby deleted in
its entirety. No change is made to the numbering of the
remaining clauses or paragraphs in Section 4(c) to preserve the
accuracy of cross-references to those paragraphs appearing
elsewhere in the Agreement.
7. Section 4(c) of the Agreement is hereby amended to
delete the references therein to paragraph (v) of said subsection
(c), as paragraph (v) has been deleted pursuant to the foregoing
paragraph 6 of this Amendment.
8. Section 4(d) of the Agreement is hereby deleted in its
entirety.
9. 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/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
