EXHIBIT 10.12
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this "AMENDMENT") is
made and entered into as of the 31st day of January, 2003, between INTERFACE,
Inc., a Georgia corporation (the "COMPANY"), and XXXXXX X. XXXXXXX, a resident
of Atlanta, Georgia ("EXECUTIVE").
BACKGROUND
The Company and Executive entered into an Employment Agreement, dated
as of April 1, 1997, as amended by (i) the Amendment to Employment Agreement,
dated as of January 6, 1998, and (ii) the Second Amendment to Employment
Agreement, dated as of January 14, 1999 (as so amended, the "AGREEMENT"). After
serving for many years as the Chief Financial Officer of the Company, Executive
was appointed on July 1, 2001 as the Company's President and Chief Executive
Officer. In his capacities as President and Chief Executive Officer, Executive
has had and will continue to have an active role in managing and supervising
the financial affairs of the Company. The parties desire to amend the Agreement
to reflect Executive's promotion to President and Chief Executive Officer as
set forth in this Amendment.
AGREEMENT
For and in consideration of the premises and the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Capitalized terms used in this Amendment and not otherwise
defined shall have the meanings assigned to such terms in the Agreement.
2. Section 1 of the Agreement is deleted in its entirety and the
following is inserted in its place:
1. Employment. Subject to the terms and conditions of
this Agreement, Executive shall be employed by the Company as
President and Chief Executive Officer of the Company, 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 Board of
Directors of the Company. Executive accepts such employment and agrees
to perform such executive duties as may be assigned to Executive.
Executive may be relocated, and Executive's titles and duties may be
changed, but Executive will not be demoted or given lesser titles.
3. Section 2 of the Agreement is amended by deleting the
following phrase: "the CEO of the Company acting under authorization from."
Section 2 shall now read in its entirety as follows:
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 Board of Directors of the
Company.
4. Section 6(a) of the Agreement is amended by deleting the
language "CEO or" appearing in the first sentence of that section. The first
sentence of Section 6(a) shall now read as follows: "Executive's salary,
current perquisites (including, but not limited to, car allowance) and bonus
opportunity (currently expressed as a percentage of Executive's base salary)
may be increased from time to time as determined by the Board of Directors (or
Committee of the Board), but shall not be reduced or eliminated."
5. Sections 7(a)(iv) and 7(a)(v) of the Agreement are deleted in
their entirety and the following are inserted in their place:
(iv) "Products" - (A) carpet tile, broadloom
carpet (whether 12-foot, 6-foot or other competitive widths) and
resilient textile flooring, (B) specialty interior fabrics (wall,
panel, window and upholstery), and (C) specialty chemicals and
interior architectural products (including raised/access floors) for
contract, commercial, institutional and residential markets and
customers.
(v) "Services" - the services Executive shall
provide as a Company executive, and that Executive shall be prohibited
from providing (whether as an owner, partner, employee, consultant or
in any other capacity) in competition with the 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, distributing, installing, maintaining and
reclaiming Products, including (A) development of overall business
strategy, including strategy for financing the business through loans,
sale of securities and other financing methods, (B) planning for
expansion of the business, including expansion through mergers,
acquisitions, joint ventures and other combinations, alliances and
affiliations, (C) developing and maintaining relationships with
principal customers and suppliers and with independent accountants,
financial institutions, investment banks and the investment community
and analysts, (D) providing supervision and oversight of the principal
executives in charge of various components of the business, (E) having
oversight and supervision of new product design and development and of
manufacturing processes, (F) serving as the representative and
spokesman for the business with its various constituents, including
employees, customers, suppliers, shareholders and the investment
community, and (G) having oversight and supervision of financial
affairs, including (1) maintenance of books and records, (2)
preparation of financial statements, (3) development and maintenance
of proper financial controls, (4) supervision of tax compliance in all
jurisdictions and (5) preparation of reports to shareholders and
governmental and other regulatory agencies and bodies. Executive
acknowledges that he has been informed of and had an opportunity to
discuss with the Company the specific activities Executive will
perform as Services and that Executive understands the scope of the
activities constituting Services.
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6. As of the date of this Amendment, the Company's address and
facsimile number for purposes of notices under the Agreement in accordance with
Section 10 are as follows:
Interface, Inc.
Suite 2000
0000 Xxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attn: General Counsel
Fax No.: 000-000-0000
7. The Agreement, as expressly amended by this Amendment, shall
remain in full force and effect in accordance with its terms and continue to
bind the parties.
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.
THE COMPANY:
Interface, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Senior Vice President - Administration
EXECUTIVE:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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