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 XXXX X. XXXXXXXXX
("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 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
- 2 -
elsewhere in the Agreement.
7. Section 4(c) of the Agreement is hereby amended to
change the references therein to paragraph (v) of said subsection
(c), to paragraph (iv), 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/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
- 3 -
