SALARY CONTINUATION AGREEMENT
THIS SALARY CONTINUATION AGREEMENT (this "Agreement") is
made and entered into as of the 6th day of January, 1998, by and
between Interface, Inc., a Georgia corporation (the "Company"),
and ____________________________, a resident of ___________,
___________ ("Employee").
W I T N E S S E T H:
WHEREAS, Employee is currently employed by the Company in
the capacity of ______________________________________;
WHEREAS, Employee has performed his duties in a capable and
efficient manner;
WHEREAS, the experience of Employee is such that assurance
of his continued service to the Company is considered essential
to its future growth and profits, and the Company desires to
retain the valuable services and business counsel of Employee and
to induce Employee to remain in his managerial and supervisory
capacity with the Company;
WHEREAS, the Company further wishes to retain Employee so as
to prevent a substantial financial loss which the Company would
incur if Employee left the employment of the Company and entered
the employment of a competitor;
WHEREAS, Employee is willing to continue in the employ of
the Company, provided the Company will agree to provide to
Employee and his beneficiaries an additional benefit in the form
of certain payments in the event of Employee's retirement,
disability or death;
WHEREAS, Employee is considered a highly compensated
employee or member of a select management group of the Company;
WHEREAS, the Company and Employee entered into a salary
continuation agreement effective as of ___________________, which
was previously amended and restated pursuant to an agreement
dated April 1, 1997 (the "Prior Agreement"), and now desire to
modify the Prior Agreement in certain respects; and
WHEREAS, this Agreement, which continues, amends and
restates the Prior Agreement in its entirety, shall be deemed
effective as of the original effective date (________________) of
the Prior Agreement.
NOW, THEREFORE, in consideration of the covenants and
agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. In addition to the terms defined
elsewhere in this Agreement, the following terms, when used with
an initial capital letter, shall have the meanings ascribed to
them below:
(a) ANNUAL COMPENSATION means salary and cash bonus paid by
the Company to Employee for a particular calendar year, and
excludes compensation from stock options, restricted stock and
any other benefit or compensation program [and also shall not
include any bonus characterized as "extraordinary bonus" under
Employee's employment agreement with the Company]. (The cash
bonus applicable to a particular calendar year is the bonus paid
typically within the first calendar quarter of the following
year.)
(b) AUTHORIZED LEAVE OF ABSENCE means any period not to
exceed one year during which the Company, in its sole discretion,
permits Employee to be away from work and which the Company
designates as an "authorized leave of absence".
(c) BENEFICIARY means the person or persons designated (or
deemed designated) by Employee in accordance with the terms of
Section 4(b) hereof to receive any death benefit payable under
this Agreement upon Employee's death.
(d) CAUSE means the reason for termination of Employee's
employment is (i) Employee's fraud, dishonesty, gross negligence
or willful misconduct with respect to business affairs of the
Company, (ii) Employee's refusal or repeated failure to follow
the established lawful policies of the Company applicable to
persons occupying the same or similar positions; or
(iii) Employee's conviction of a felony or other crime involving
moral turpitude.
(e) CHANGE IN CONTROL 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 (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.
(f) CLAIMS MANAGER means the ______________ of the Company
or such other executive officer of the Company as may be
designated by the Company's Chief Executive Officer or Board of
Directors to serve in such capacity (which designation shall be
communicated to Employee by written notice). In the absence of a
designated Claims Manager, the Board of Directors shall function
as Claims Manager.
(g) CODE means the Internal Revenue Code of 1986, as
amended.
(h) DISABILITY OR DISABLED means (i) with respect to the
first 60 months of the period in which Employee claims he is
unable to work, Employee's mental or physical condition that has
lasted for at least six continuous months, that appears to be
permanent or indefinite in nature and that prevents Employee from
performing all of the substantial and material duties of his
regular occupation; and (ii) with respect to the continuous,
succeeding period (after such initial 60 months) in which
Employee claims he is unable to work, Employee's mental or
physical condition resulting from an injury or sickness that
prevents Employee from performing all of the substantial and
material duties of any occupation for which he is reasonably
fitted by education, training or experience.
(i) EARLIEST RETIREMENT DATE means the first date on which
Employee both has attained age 55 (but is not yet age 65) and
completed 15 Years of Employment.
(j) EARLY RETIREMENT DATE means the date, on or after
Employee's Earliest Retirement Date but before his Normal
Retirement Date, on which Employee actually retires from the
employ of the Company (or, under certain circumstances where
Employee's actual employment has terminated but Employee is
deemed to be continuously employed, the date Employee elects to
"retire" and commence early retirement payments), as described in
Section 3 hereof.
(k) EARLY RETIREMENT PAYMENTS means the early retirement
salary continuation payments that will become payable to Employee
if he retires on his Early Retirement Date, as described in
Section 3 hereof.
(l) NORMAL RETIREMENT DATE means the first date on which
Employee both has attained age 65 and completed 15 Years of
Employment.
(m) PERMITTED HOLDERS means the individuals listed on
Schedule 10.11 to the Second Amended and Restated Credit
Agreement dated as of June 25, 1997, by and among the Company,
certain of its subsidiaries, SunTrust Bank and the other banks
parties thereto (regardless of whether said agreement is
terminated or continues in force and effect), provided that, for
purposes of this definition, the reference to each such
individual shall be deemed to include the members of such
individual's immediate family, such individual's estate, and any
trusts created by such individual for the benefit of members of
such individual's immediate family.
(n) SALARY CONTINUATION PAYMENTS means the salary
continuation payments that will become payable to Employee if he
retires on or after his Normal Retirement Date, as described in
Section 2 hereof.
(o) SCHEDULE A means "Schedule A - Schedule of Benefit
Amounts", a copy of which is attached to this Agreement and
incorporated herein by this reference.
(p) SCHEDULE B means "Schedule B - Beneficiary Designation
Form", a copy of which is attached hereto and incorporated herein
by this reference.
(q) VOLUNTARY TERMINATION means termination of employment
that is voluntary on the part of Employee, and either (A) is
subsequent to the Company providing notice to Employee, in
accordance with Section 2 of the Change in Control Agreement
between Employee and the Company, that the term of said Change in
Control Agreement will cease to extend automatically, or (B) in
the judgment of Employee, is due to (x) a reduction of Employee's
responsibilities, title or status resulting from a formal change
in such title or status, or from the assignment to Employee of
any duties inconsistent with Employee's title, duties or
responsibilities in effect within the year prior to the Change in
Control; (y) a reduction in Employee's compensation or benefits;
or (z) a Company-required involuntary relocation of Employee's
place of residence or a significant increase in Employee's travel
requirements.
(r) YEAR OF EMPLOYMENT means each annual period, beginning
on ________________ (that is, the date Employee first became
employed by the Company or one of its affiliates), during which
Employee is, or has been or is deemed to be continuously employed
by the Company or one of its affiliates. For purposes hereof,
Employee shall be deemed to be employed by the Company during any
Authorized Leave of Absence and any period of Disability.
Furthermore, if Employee's employment is terminated by the
Company without Cause, or if a Voluntary Termination occurs
within six months prior to, or within 24 months following, the
date of a Change in Control, Employee shall be deemed for
purposes of this Agreement as continuing to be actively employed
by the Company and his Years of Employment shall include the
period after any such termination.
2. NORMAL RETIREMENT BENEFIT.
(a) AMOUNT OF SALARY CONTINUATION PAYMENTS. If Employee
retires or becomes Disabled on or after his Normal Retirement
Date, the Company shall make Salary Continuation Payments to
Employee in the amount described under the heading entitled
"Salary Continuation Payments" in Schedule A.
(b) COMMENCEMENT; PRESERVATION. Employee's Salary
Continuation Payments shall commence within 30 days after
Employee's retirement and shall be made monthly thereafter for
and during the lifetime of Employee. If the Company terminates
Employee's employment without Cause (or if a Voluntary
Termination occurs within six months prior to, or within 24
months following, the date of a Change in Control) before
Employee's Normal Retirement Date, Employee nevertheless shall
remain eligible to receive Salary Continuation Payments as
described in Schedule A upon attainment of his Normal Retirement
Date; provided, however, that if at the time Salary Continuation
Payments first become payable to Employee the term of Employee's
employment agreement with the Company has not yet expired and the
Company has an obligation under said employment agreement to
continue to pay amounts of salary and bonus to employee for all
or a portion of the remaining term of said employment agreement,
then the commencement of Salary Continuation Payments to Employee
hereunder shall be delayed until the earlier of (i) the end of
the term of said employment agreement for which payments of
salary and bonus are payable, or (ii) the date of the final
payment of such amounts.
(c) POST-RETIREMENT DEATH BENEFIT. In the event Employee
should die after his Salary Continuation Payments have commenced,
but before 120 payments have been made to or for his benefit,
then the unpaid balance of such 120 payments shall continue to be
paid by the Company to Employee's Beneficiary.
3. EARLY RETIREMENT BENEFIT.
(a) GENERAL ELIGIBILITY FOR BENEFIT. If Employee retires
or becomes Disabled on or after his Early Retirement Date, the
Company shall make Early Retirement Payments to Employee, subject
to the terms of this Section 3. For such Early Retirement
Payments to be due and payable, Employee must have given the
Company at least 90 days prior written notice of such early
retirement, and such notice shall specify Employee's Early
Retirement Date; provided, however, that if Employee is Disabled
he shall not be required to give such notice, and his Early
Retirement Payments automatically shall commence as of the later
of (i) the date he becomes Disabled, or (ii) his Earliest
Retirement Date.
(b) AMOUNT OF EARLY RETIREMENT PAYMENTS. The amount of
Employee's Early Retirement Payments will be the respective
percentage (set forth below opposite Employee's age on his Early
Retirement Date) of the Salary Continuation Payments which he
would have otherwise received if he was retiring on his Normal
Retirement Date:
Percentage of Salary
Age On Early Retirement Date Continuation Payments
---------------------------- ---------------------
55 50%
56 55%
57 60%
58 65%
59 70%
60 75%
61 80%
62 85%
63 90%
64 95%
(c) COMMENCEMENT; PRESERVATION. Employee's Early
Retirement Payments shall commence within 30 days after
Employee's Early Retirement Date and shall be made monthly
thereafter for and during the lifetime of Employee. If the
Company terminates Employee's employment without Cause (or if a
Voluntary Termination occurs within six months prior to, or
within 24 months following, the date of a Change in Control) on
or before Employee's Earliest Retirement Date, Employee
nevertheless shall remain eligible to elect and receive Early
Retirement Payments upon attainment of his Earliest Retirement
Date; provided, however, that if at the time Early Retirement
Payments first become payable to Employee the term of Employee's
employment agreement with the Company has not yet expired and the
Company has an obligation under said employment agreement to
continue to pay amounts of salary and bonus to employee for all
or a portion of the remaining term of said employment agreement,
then the commencement of Early Retirement Payments to Employee
shall be delayed until the earlier of (i) the end of the term of
said employment agreement for which payments of salary and bonus
are payable, or (ii) the date of the final payment of such
amounts; and, provided further, in this case, the Company shall
calculate the percentage reduction applicable to Employee's
salary continuation benefit based on Employee's age on the date
Early Retirement Payments actually commence.
(d) REQUEST FOR DELAY OF EARLY RETIREMENT PAYMENTS. If, at
least 12 months before Employee otherwise would first be entitled
to any Early Retirement Payments, Employee makes an election to
defer his receipt of all of his Early Retirement Payments to a
date that is on or before the date he attains age 65, the Company
shall delay the commencement of benefits payable under this
Section 3 and shall calculate the percentage reduction (if any)
applicable to Employee's benefit based on Employee's age as of
the date he elects for his benefits hereunder to commence.
Employee may make two such elections to defer the commencement
of his Early Retirement Payments, but no such election shall
delay the commencement date beyond his Normal Retirement Date.
(e) POST-RETIREMENT DEATH BENEFIT. In the event Employee
should die after his Early Retirement Payments have commenced,
but before 120 payments have been made to or for his benefit,
then the unpaid balance of such 120 payments shall continue to be
paid by the Company to Employee's Beneficiary.
4. PRE-RETIREMENT DEATH BENEFIT.
(a) AMOUNT OF DEATH BENEFIT. If Employee dies (i) while
actively employed by the Company, (ii) during a Disability,
(iii) at any time after his termination without Cause, or after a
Voluntary Termination which occurred within six months prior to,
or within 24 months following, the date of a Change in Control,
or (iv) after his Early Retirement Date but before Salary
Continuation Payments or Early Retirement Payments have commenced
(in accordance with Section 3(d) above), the amount described
under the heading entitled "Death Benefit" in Schedule A shall be
paid monthly, commencing within 30 days after Employee's death,
in 120 payments over a 10-year period. Notwithstanding anything
in this Agreement to the contrary, once Employee commences
receiving Salary Continuation Payments or Early Retirement
Payments pursuant to the terms of Sections 2 or 3 hereof, no
payments shall be due or payable under this subsection, and the
death benefit payable to Employee's Beneficiary under this
Agreement shall be solely as described in Section 2 or 3, as
applicable.
(b) BENEFICIARY DESIGNATION. Employee shall designate, and
from time to time may redesignate, his Beneficiary by completing
the beneficiary designation form attached hereto as Schedule B,
or by notifying the Company in such other form and manner as the
Company may determine. In the event that (i) Employee dies
without designating a Beneficiary; (ii) the Beneficiary
designated by Employee is not surviving when a payment is to be
made to such person under this Agreement, and no contingent
Beneficiary has been designated; or (iii) the Beneficiary
designated by Employee cannot be located by the Company within
one year from the date benefits are to be paid to such person;
then, in any of such events, the Beneficiary of such Employee
with respect to any benefits that remain payable under this
Agreement shall be Employee's surviving spouse, if there be one,
and if not, Employee's estate.
5. DISABILITY BENEFIT. If Employee becomes Disabled while
actively employed by the Company or following his termination by
the Company without Cause (or following a Voluntary Termination
which occurred within six months prior to, or within 24 months
following, the date of a Change in Control), the Company shall
pay to Employee monthly payments, retroactive to the date
Employee's Disabled condition commenced, for a period of up to 60
months, in the amount described under the heading entitled
"Disability Benefit" in Schedule A. Such payments shall commence
within 10 days after the expiration of the first six months of
Employee's Disability, with the first payment being the total
amount payable for such six-month period then just ended. If
Employee's Disability ends within such 60-month period, the
Company's obligation to make benefit payments under this
Section 5 with respect to the just-ended episode of Disability
shall cease immediately, whether or not Employee returns to work
with the Company. If, after the expiration of such 60-month
period of Disability during which such monthly payments are made,
Employee's Disability (as defined in Section 1(h)(ii) hereof)
continues, the Company will continue the monthly disability
payments until such Disability terminates. Notwithstanding
anything herein to the contrary, no disability payments (or, if
disability payments have begun, no further disability payments)
shall be due or payable under this Section 5 (whether during or
after the first 60 months of Employee's Disability) for any
period for which Salary Continuation Payments or Early Retirement
Payments are payable under Sections 2 or 3 hereof.
6. OTHER PROVISIONS RELATING TO BENEFITS.
(a) ACCELERATION OF PAYMENTS. The Company reserves the
right to accelerate the payment of any benefits payable under
this Agreement without the consent of Employee, his Beneficiary,
his spouse, the duly appointed representative of his estate or
any other person claiming through Employee. In the event of such
acceleration, the single sum present value amount payable shall
be determined by applying the mortality tables prescribed in Code
Section 417(e) and an interest rate that is the lesser of (i) six
percent or (ii) 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.
(b) INDEPENDENCE OF BENEFITS. The benefits payable under
this Agreement shall be independent of, and in addition to, any
other benefits or compensation payable by the Company to
Employee, whether as salary, bonus or otherwise. This Agreement
does not involve a reduction in salary or a foregoing of an
increase in future salary by Employee, nor does it in any way
affect or reduce the existing or future compensation or other
benefits of Employee.
(c) SPECIAL PROVISIONS RELATING TO CHANGE IN CONTROL.
Notwithstanding anything in this Agreement to the contrary, in
the event of a Change in Control, the benefit payable to Employee
under this Agreement (whether associated with or following a
termination without Cause; a Voluntary Termination which occurred
within six months prior to, or within 24 months following, the
date of the Change in Control; death; Disability; or retirement,
including early retirement -- as used herein, a "triggering
event") shall be based on the greater of (i) the average Annual
Compensation paid by the Company for the three calendar years of
Employee's highest compensation during the last five full
calendar years preceding the date of the particular triggering
event or (ii) the average Annual Compensation paid by the Company
for the three calendar years of Employee's highest compensation
during the last five full calendar years preceding the date of
the Change in Control. The intent of this provision is to
establish a minimum or "floor" benefit level for Employee as of
the date of the Change in Control. In addition, in the event
Employee is terminated without Cause at any time following a
Change in Control (or a Voluntary Termination occurs within six
months prior to, or within 24 months following, the date of a
Change in Control), the benefit otherwise payable to Executive
(or his Beneficiary) pursuant to any triggering event shall be
increased by a percentage equal to the aggregate percentage
increases 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 index selected by the Company as a
fair and reasonable substitute), between the date of such
termination and the actual commencement of benefits.
7. CONDITIONS TO PAYMENT OF BENEFITS. The benefits
payable under this Agreement to Employee or his Beneficiary shall
be conditioned upon Employee complying with the following
provisions of this Section 7. In the event Employee fails to
comply with any such provision, only the future benefits (payable
after the date of such non-compliance) shall be subject to risk
of forfeiture for breach of this Agreement. Prior to terminating
benefits for an actual or alleged violation of subsection (b) or
(c) below, the Company must have first provided Employee with
written notice of the violation and Employee shall have failed to
cure or cease such violation within 30 days after his receipt of
such notice.
(a) CONTINUATION OF EMPLOYMENT. Employee shall be
continuously employed by the Company until Employee's Earliest
Retirement Date or his death, whichever first occurs. During any
Authorized Leave of Absence, any period of Disability and any
period following the Company's termination of Employee's
employment without Cause (or a Voluntary Termination by Employee
within six months prior to, or within 24 months following, the
date of a Change in Control), Employee will still be considered
to be in the continuous employment of the Company for purposes of
this Agreement.
(b) CONSULTATION SERVICES. Employee shall render such
reasonable business consulting and advisory services as the Board
of Directors of the Company by written request may call upon him
to provide, and as his health (in the opinion of Employee) may
permit, from time to time during the period from his retirement
(meaning, the date Employee begins to receive Salary Continuation
Payments or Early Retirement Payments) to the earlier of the date
of his death or Disability. In this regard, it is understood
that (i) such consulting and advisory services shall not
preclude, or be requested in a fashion which would inhibit,
Employee from engaging in other full-time employment not
competitive with the Company nor shall they require Employee to
be active in the Company's day-to-day activities or require
Employee to engage in any substantial travel, (ii) Employee shall
perform such services as an independent contractor, and
(iii) Employee shall be reimbursed for all ordinary and necessary
business expenses incurred in performing such services.
(c) CONFLICT OF INTEREST. During his employment with the
Company, Employee shall not engage in any other business
enterprise without the prior written consent of the Company.
(The foregoing shall not be construed to preclude Employee from
serving on the Board of Directors of any other company or entity
not competitive with the Company or from performing services for
civic, social, religious or charitable purposes.) After his
retirement from the Company or after his Disability and while he
is receiving benefits hereunder, he shall not, without the
Company's prior written consent, engage in any business activity
which is in competition with the Company.
(d) SUICIDE. Employee shall not commit suicide within two
years after the original effective date of the Prior Agreement,
whether or not Employee is then sane or insane.
8. NATURE OF OBLIGATIONS.
(a) CURRENTLY UNFUNDED. The Company's obligations under
this Agreement shall be unfunded and unsecured promises to pay
the benefits provided for hereunder. Except as provided in
subsection (b) hereof, in any other agreement between the Company
and Employee, or by the terms of any plan sponsored by the
Company, the Company shall not be obligated to fund its
obligations under this Agreement; provided, however, that even if
not otherwise required to do so, the Company, in its sole
discretion, may elect to fund its obligations under this
Agreement in whole or in part.
(b) FUNDING UPON A CHANGE IN CONTROL. Notwithstanding
anything to the contrary contained in this Agreement, immediately
upon and coincident with a Change in Control, the Company shall
contribute to an irrevocable grantor trust (generally referred to
as a "rabbi trust"), for which an independent bank or financial
institution serves as the trustee, an amount of cash equal to the
current single sum present value of the Company's obligation
hereunder to Employee, assuming Employee were to remain actively
employed until age 65. Such single sum present value amount
shall be measured as of the date the Change in Control occurs and
shall be determined by applying the mortality tables prescribed
in Code Section 417(e) and an interest rate that is the lesser of
(i) six percent or (ii) 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 Change in
Control occurs to value immediate annuities on termination of a
Code Section 401(a) qualified defined benefit pension plan. The
terms of such rabbi trust shall require the trustee thereof to
make payments in accordance with the terms of this Agreement and
shall prohibit the trustee from permitting a reversion to the
Company of any trust assets until the Company's obligations under
this Agreement shall be satisfied in full. The terms of the
trust also shall prohibit the investment in any equity interests
of the Company with any cash (or investment earnings attributable
thereto) contributed with respect to the obligations hereunder.
Notwithstanding this mandatory funding of the rabbi trust, if the
assets of the trust are insufficient or the trustee for any
reason is unable or unwilling to make the payments required
hereunder, the Company shall make such payments.
(c) INVESTMENTS. It is understood that the Company may
make investments so that it will have segregated assets to help
pay its obligations hereunder; and, in this regard, Employee
hereby agrees to submit to appropriate medical examinations,
supply such information and execute such documents, as the
Company may reasonably require with respect to such investments.
It is understood and agreed that Employee shall have no
beneficial or other interest in any such investment, which,
subject to Section 8(a) and (b) above, at all times shall remain
a part of the Company's general assets accessible to its
creditors. Accordingly, subject to Section 8(a) and (b) above,
the rights of Employee, Employee's Beneficiary or any other
person claiming through Employee under this Agreement shall be
solely those of an unsecured general creditor of the Company.
Employee, his Beneficiary or any other person claiming through
Employee, shall only have the right to receive from the Company
those payments which are specified under this Agreement. No asset
used or acquired by the Company in connection with its
obligations and liabilities hereunder shall be deemed to be held
under any trust for the benefit of Employee or his Beneficiary
(except as provided in Section 8(a) and (b) above), nor shall any
such asset be considered as security for the performance of the
obligations and liabilities of the Company hereunder.
9. EMPLOYMENT RIGHTS. This Agreement shall not itself be
deemed to constitute a contract of employment between the Company
and Employee, and shall not create any rights in Employee to
continue in the Company's employ for any specific period of time
or any other rights in Employee or obligations on the part of the
Company, except as are expressly set forth herein. No provision
hereof shall restrict the right of the Company to discharge
Employee or restrict the right of Employee to terminate his
employment with the Company.
10. NONALIENATION OF BENEFITS. No right or benefit under
this Agreement shall be subject to anticipation, alienation,
sale, assignment, pledge, encumbrance or charge, and any attempt
to anticipate, alienate, sell, assign, pledge, encumber or charge
the same shall be void. No right or benefit hereunder shall in
any manner be liable for or subject to the debts, contracts,
liabilities or torts of Employee or his Beneficiary. If Employee
or his Beneficiary shall become bankrupt or attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge
any right or benefit hereunder, then such right or benefit shall,
in the discretion of the Board of Directors of the Company, cease
and terminate; and in such event, the Company may hold or apply
same or any part thereof for the benefit of Employee or his
Beneficiary, his spouse, children or other dependents, or any of
them, in such manner and in such proportion as the Board of
Directors of the Company may deem proper under the then existing
circumstances. Notwithstanding the foregoing, the Company shall
have the right, exercisable solely in its discretion, to offset
against any benefits payable hereunder, at the time same become
payable to Employee (or to his Beneficiary in the event of his
death), any then existing indebtedness of any kind of Employee to
the Company, whether or not such indebtedness is otherwise deemed
due and payable. This right of offset shall be void and of no
effect in the event of a Change in Control, in which event the
Company shall pay to Employee all of the benefits due and owing
under this Agreement, but without prejudice to the right of the
Company to take separate action to collect payment of any
indebtedness owed by Employee to the Company.
11. AGREEMENT BINDING ON SUCCESSORS. This Agreement is
solely between the Company and Employee, and Employee and his
Beneficiary shall have recourse only against the Company and its
successors and assigns for enforcement hereof (together with
rights against and with respect to the "rabbi trust", if
established pursuant to Section 8(b) hereof). This Agreement will
be binding upon Employee's Beneficiary, heirs and personal
representatives and upon the successors and assigns of the
Company. Any person or business entity succeeding to all or
substantially all of the business of the Company by stock
purchase, merger, consolidation, purchase of assets or otherwise,
shall be bound by and shall adopt and assume this Agreement
(which assumption shall not negate the obligation of the Company
to immediately fund its obligations hereunder in the event of a
Change in Control, as provided in Section 8(b) hereof), and the
Company shall obtain the express assumption of this Agreement by
any such successor.
12. CLAIMS MANAGER AND CLAIMS PROCEDURE.
(a) CLAIMS PROCEDURE. Benefits shall be paid in accordance
with the provisions of this Agreement. The Claims Manager shall
be the Company's representative for purposes of making all
determinations as to the right of Employee or any other person to
a benefit under this Agreement, and any requests for such a
benefit must be made in a writing mailed or delivered to the
Claims Manager. If such a request is wholly or partially denied,
notice of the decision shall be mailed to the claiming person no
later than 45 days after the receipt of the request by the Claims
Manager. Such a notice of denial shall include the following:
(i) The specific reason or reasons for such denial;
(ii) The specific reference to pertinent
provisions of this Agreement on which the denial is based;
(iii) A description of any additional material or
information necessary for the claimant to submit to perfect the
claim and an explanation of why such material or information is
necessary; and
(iv) A description of this Agreement's claim
review procedure.
(b) CLAIM REVIEW PROCEDURE. The claim review procedure is
available upon written request by the claimant to the Claims
Manager within 60 days after receipt by the claimant of written
notice of the denial of the claim, and includes the right to
examine pertinent documents and Company data and submit issues
and comments in writing to the Claims Manager. The decision on
review will be in writing and written in a manner calculated to
be understood by the claimant, will be made within 30 days after
receipt of the request for review (unless special circumstances
warrant an extension of time not to exceed an additional 30
days), and will include specific reasons for the decision with
references to the specific Agreement provisions on which the
decision is based.
13. GENERAL PROVISIONS.
(a) NOTICES. Except as may be otherwise specified herein,
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 Employee: ______________________
at the last address and fax number
shown on the records of the Company
Employee 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.
(b) ENTIRE AGREEMENT; GOVERNING LAW. This Agreement
contains the entire agreement between the parties hereto relating
to the matters provided herein, and no representation or warranty
not expressly contained or incorporated by reference herein is
made by either party. This Agreement shall not be modified or
amended in any manner except by an instrument in writing executed
by the parties or their respective successors in interest, which
makes reference to this Agreement. To the extent not controlled
by the terms of the Employee Retirement Income Security Act of
1974, as amended, this Agreement shall be governed by, and
construed and enforced in accordance with, Georgia law. The
provisions of this Agreement are severable, and the validity or
invalidity of one or more of the provisions herein shall not have
any effect upon the validity or enforceability of any other
provision.
(c) AFFILIATES. For purposes of this Agreement, Employee
shall be considered as being employed by the Company if he is
employed by any corporation owned or controlled by the Company
(such as a subsidiary, or a subsidiary of a subsidiary) or a
corporation which is a successor of the Company.
IN WITNESS WHEREOF, the individual party has executed this
Agreement, and the corporate party has caused this Agreement to
be executed by its duly authorized officers, as of the date first
written above.
INTERFACE, INC.
By: ____________________________
Xxx X. Xxxxxxxx, Chairman
and Chief Executive Officer
Attest: _________________________
Xxxxxxx X. Xxxxxxx, Secretary
EMPLOYEE:
_______________________
_______________________
SCHEDULE A
SCHEDULE OF BENEFIT AMOUNTS
Salary Continuation Payments
----------------------------
A monthly payment equivalent to the amount which is 1/12th
of 40% of the average Annual Compensation paid by the Company for
the three calendar years of Employee's highest compensation
during the last five full calendar years of Employee's employment
with the Company ending on or prior to the effective date of
Employee's retirement. (For the avoidance of doubt, in the event
the Company terminates Employee's employment without Cause, the
benefit payable hereunder shall be based on the three years of
highest compensation during the last five full calendar years
preceding the date of termination.)
Death Benefit
-------------
A monthly payment equivalent to the amount which is 1/12th
of 40% of the average Annual Compensation paid by the Company for
the three calendar years of Employee's highest compensation
during the last five full calendar years of Employee's employment
with the Company ending on or prior to the date of Employee's
death. (For the avoidance of doubt, in the event the Company
terminates Employee's employment without Cause prior to
Employee's death, the benefit payable hereunder shall be based on
the three years of highest compensation during the last five full
calendar years preceding the date of termination.)
Monthly Disability Benefit
--------------------------
Employee's monthly disability payment shall be that
percentage of his compensation at the time of commencement of
Disability which, combined with all other Company-sponsored
disability security payments (excluding Social Security) then
being paid to Employee (or to which he is entitled), equals 66 %
of the compensation payable by the Company to Employee at the
commencement of such Disability. For purposes of this section,
"compensation" shall have the same meaning as in the Company's
disability insurance policy covering Employee at the time his
Disability commenced, and if no such policy is then in effect or
in the event the Company has terminated Employee's employment
without Cause prior to such Disability, shall be construed to be
average Annual Compensation as described for the benefits above
(i.e., average of three years of highest compensation during the
last five full calendar years of employment).
Change in Control
-----------------
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(c), 8(b) and 10 of the
Agreement.
SCHEDULE B
BENEFICIARY DESIGNATION FORM
/ / New Election / / Change of Election Effective Date:
_____________________________________________________________________________
A. EMPLOYEE INFORMATION
Name: _______________________________________________________________
Address: ____________________________________________________________
____________________________________________________________
Social Security No.: _______________________________________________
______________________________________________________________________________
B. BENEFICIARY DESIGNATION
I hereby revoke all previously designated beneficiaries, if any, and
hereby direct that, upon my death, any death benefit payable under
the Salary Continuation Agreement between Interface, Inc. and me,
dated as of January 6, 1998, to my survivor(s), shall be paid to the
following person (persons) as my primary or secondary beneficiary
(beneficiaries) in the following proportions:
Primary
Beneficiary(ies) - Name & Address Relationship Social Security # Percentage
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Secondary
Beneficiary(ies) - Name & Address Relationship Social Security # Percentage
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
C. SIGNATURE OF EMPLOYEE
I hereby acknowledge that I have read the instructions attached to
this form and that all of the information I have provided on this
form is true and correctly indicates my wishes.
_____________________________________
(Employee's Signature)
_____________________________________
(Date)
INSTRUCTIONS
BE SURE THAT YOU READ THESE INSTRUCTIONS BEFORE COMPLETING THIS
BENEFICIARY DESIGNATION FORM.
______________________________________________________________________________
GENERAL INSTRUCTIONS
Under the terms of the Salary Continuation Agreement, you have the right
to designate the person or persons who will be your beneficiary and
receive your death benefit. To designate one or more beneficiaries, you
should complete this form.
______________________________________________________________________________
EMPLOYEE INFORMATION
Fill in the requested information completely and accurately.
______________________________________________________________________________
BENEFICIARY DESIGNATION
You may appoint one or more primary beneficiaries and one or more
secondary beneficiaries. A secondary beneficiary will only receive your
unpaid death benefit if your primary beneficiaries do not survive you.
If you designate two or more primary beneficiaries and one of the primary
beneficiaries does not survive you, the remaining primary beneficiary or
beneficiaries will receive your unpaid death benefit. The secondary
beneficiary will only receive benefits if no primary beneficiaries are
surviving.
You may designate the percentage of your unpaid death benefit each
beneficiary should receive. If you do not so indicate, your death
benefit will be divided equally.
_______________________________________________________________________________
SIGNATURE OF EMPLOYEE
The form will be rejected if you do not sign it.
