Exhbit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and
entered into as of the 1st day of April, 1997, by and between
INTERFACE, INC., a corporation organized under the laws of the
State of Georgia, U.S.A. (the "Company"), and XXX X. XXXXXXXX, a
resident of Atlanta, Georgia ("Executive").
W I T N E S S E T H:
WHEREAS, the parties hereto entered into an employment
agreement, effective as of August 1, 1995, setting forth the
terms of Executive's employment with the Company (the "Prior
Agreement");
WHEREAS, the parties desire to continue the employment
arrangement and to modify the Prior Agreement in certain
respects; and
WHEREAS, the terms of this Agreement, which continues,
amends and restates the Prior Agreement in its entirety, reflect
the modified terms of employment which the parties desire to have
govern their employment relationship commencing on the date
hereof.
NOW, THEREFORE, for and in consideration of the mutual
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. Employment. Subject to the terms and conditions of this
Agreement, Executive shall be employed by the Company as its
Chairman and Chief Executive Officer, 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 hereby accepts such
employment and agrees to perform such executive duties as may be
assigned to Executive. Executive may be relocated, Executive's
titles and duties may be changed, and Executive may be promoted
to a higher position within the Company, but Executive will not
be demoted or given lesser titles.
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.
3. Avoidance of Conflict of Interest. While employed by
the Company, Executive shall not engage in any other business
enterprise without the prior written consent of the Company.
Without limiting the foregoing, Executive shall not serve as a
principal, partner, employee, officer or director of, or
consultant to, any other business or entity conducting business
for profit (other than as a director of NationsBank Corporation
and Royal Ten Cate (USA), Inc.) without the prior written
approval of the Company. In addition, under no circumstances will
Executive have any financial interest in any competitor of the
Company; provided, however, Executive may invest in no more than
one percent of the outstanding stock or securities of any
competitor, the stock or securities of which are traded on a
national stock exchange of any country.
4. Term. The duration of this Agreement (the "term")
shall be for a rolling, two-year term commencing on the date
hereof, and shall be deemed automatically (without further action
by either the Company or Executive) to extend each day for an
additional day such that the remaining term of the Agreement
shall continue to be two years; provided, however, that on
Executive's 63rd birthday, this Agreement shall cease to extend
automatically and, on such date, the remaining term of this
Agreement shall be two years; and, provided further, the Company
may, by notice to Executive, cause this Agreement to cease to
extend automatically and, upon such notice, the term of this
Agreement shall be two years following such notice.
5. Termination. Executive's employment with the Company
may be terminated as follows:
(a) Voluntary Termination. Executive may voluntarily
terminate his employment hereunder at any time, effective 90 days
after delivery to the Company of Executive's signed, written
resignation; the Company may accept said resignation and pay
Executive in lieu of waiting for passage of the notice period.
(b) Termination by Company. Subject to the terms of
Sections 5(c) and (d) below, the Company may terminate
Executive's employment hereunder, in its sole discretion, whether
with or without "just cause", at any time upon written notice to
Executive.
(c) Termination Without Just Cause. If, prior to the end
of the term of this Agreement, the Company terminates Executive's
employment without "just cause" (as defined in subsection (d)
below), Executive shall be entitled to receive, as damages
payable as a result of, and arising from, the Company's breach of
this Agreement, the compensation and benefits set forth in
clauses (i) through (vi) below. The time periods for which
compensation and benefits will be provided with respect to (i)
through (iv) below is referred to herein as the "Continuation
Period", which means the time period remaining from the date of
Executive's termination of employment to the end of the remaining
term of this Agreement as provided in Section 4 above. Except to
the extent provided in clause (x) hereof, Executive shall have no
duty to mitigate any of the damages payable hereunder. The fact
that Executive is eligible for retirement, including early
retirement, under applicable retirement plans or his Salary
Continuation Agreement (see clause (vi) below) at the time of
Executive's termination shall not make Executive ineligible to
receive benefits under this Section 5(c).
(i) Salary. Executive will continue to receive his
current salary (subject to withholding of all applicable taxes)
for the Continuation Period in the same manner as it was being
paid as of the date of termination. For purposes hereof,
Executive's "current salary" shall be the highest rate in effect
during the six-month period prior to Executive's termination.
(ii) Bonuses and Incentives. Executive shall
receive bonus payments from the Company for the Continuation
Period in an amount for each calendar month during such period
equal to one-twelfth of the average of the bonuses paid to
Executive for the two calendar years immediately preceding the
year in which such termination occurs ("Average Bonus").
Executive shall also receive a prorated bonus for the year in
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which such termination occurs equal to the Average Bonus
multiplied by the number of days Executive worked in such year
divided by 365 days. Said prorated bonus shall be paid within 30
days of the date of termination. Any bonus amounts that
Executive had previously earned from the Company but which may
not yet have been paid as of the date of termination shall not be
affected by this provision; provided, however, if the amount of
the bonus for such prior year has not yet been determined, the
bonus shall be an amount not less than the Average Bonus.
(iii) Health and Life Insurance Coverages. The
health and life insurance benefit coverages (including any
executive medical and/or life insurance plans) provided to
Executive at Executive's date of termination shall be continued
for the Continuation Period by the Company at its expense at the
same level and in the same manner as if Executive's employment
had not terminated (subject to the customary changes in such
coverages upon Executive's retirement, reaching age 65 or similar
events). Any additional coverages Executive had at termination,
including dependent coverage, will also be continued for the
Continuation Period on the same terms, to the extent permitted by
the applicable policies or contracts. Any costs Executive was
paying for such coverages at the time of termination shall be
paid by Executive by separate check payable to the Company each
month in advance (or in such other manner as the Company may
agree). If the terms of any benefit plan referred to in this
subsection do not permit continued participation by Executive,
then the Company will arrange for other coverage at its expense
providing substantially similar benefits. The coverages provided
for in this subsection shall be applied against and reduce the
period for which COBRA benefits will be provided. If Executive
is covered by a split-dollar or similar life insurance program as
of the date of termination, Executive shall have the option in
Executive's sole discretion to have such policy transferred to
Executive upon termination, provided that, except as may
otherwise be provided in a separate agreement, the Company is
paid for its interest (i.e., the cash surrender value) in the
policy upon such transfer.
(iv) Employee Retirement Plans. If applicable law
and the provisions of the applicable plan permit continued
participation, Executive will be entitled to continue to
participate, consistent with past practices, in the tax qualified
employee retirement plans maintained by the Company in effect as
of Executive's date of termination, including, to the extent such
plans are still maintained by the Company, the Interface Flooring
Systems, Inc. Retirement Plan and Trust, and the Interface, Inc.
Savings and Investment Plan (the "Savings Plan"). Executive's
participation in such retirement plans shall continue for the
Continuation Period (at the end of which Executive will be
considered to have terminated employment within the meaning of
the plans), and the compensation payable to Executive under
subsections (c)(i) and (ii) above shall be treated (unless
otherwise excluded under the terms of such retirement plans) as
compensation when computing benefits under the plans. For
purposes of the Savings Plan, Executive will be credited with an
amount equal to the Company's contribution to the plan, assuming
Executive had participated in such plan at the maximum
permissible contribution level. To the extent permissible under
applicable law, Executive shall also be considered fully vested
under such plans. If continued participation in any plan is not
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permitted or if Executive's benefits are not fully vested, the
Company shall pay to Executive and, if applicable, Executive's
beneficiary, a supplemental benefit equal to the present value on
the date of termination of employment (calculated as provided in
each plan) of the excess of (A) the benefit Executive would have
been paid under such plan if Executive had continued to be
covered for the Continuation Period (less any amounts Executive
would have been required to contribute) and been treated as fully
vested, over (B) the benefit actually payable under such plan.
The Company shall pay such additional benefits (if any) in a lump
sum within 30 days of the date of termination.
(v) Stock Awards. As of Executive's date of
termination, all outstanding stock options granted to Executive
under the Interface, Inc. Omnibus Stock Incentive Plan, the
Interface, Inc. Key Employee Stock Option Plan (1993), the
Interface, Inc. Offshore Stock Option Plan and the Interface
Flooring Systems, Inc. Key Employee Stock Option Plan shall
become 100% vested and thus immediately exercisable. To the
extent inconsistent with this immediate vesting requirement, the
provisions of this clause (v) shall constitute an amendment of
Executive's stock option agreements under such stock plans. In
addition, but only to the extent expressly provided in any
restricted stock agreement associated with the Interface, Inc.
Omnibus Stock Incentive Plan, restrictions on all shares of
restricted stock (and other performance shares, performance units
or deferred shares) awarded to Executive (if any) under said plan
shall lapse, and the affected shares shall become 100% vested.
(vi) Salary Continuation Agreement. From and
after Executive's date of termination, Executive shall continue
to be covered by, and entitled to the benefits provided under,
Executive's Salary Continuation Agreement with the Company,
payable in accordance with the terms of said agreement. If
Executive is entitled to benefits under this Section 5(c), he
will be treated as having his employment terminated by the
Company without "Cause" as described in the Salary Continuation
Agreement.
(vii) Cessation Upon Death. The continuation
benefits payable or to be provided under clauses (i), (ii), (iii)
and (iv) of this Section 5(c) shall cease in the event of
Executive's death. (The foregoing shall not operate or be
construed to negate the benefits payable to Executive and
Executive's estate under the plans and policies referenced in
clauses (iii) and (iv) in the event of Executive's death during
the Continuation Period.)
(viii) Additional Consideration. To be entitled to
receive the foregoing compensation, Executive shall sign whatever
additional release of claims, confidentiality agreements and
other documents the Company may reasonably request of Executive
at the time of payment, and for so long as Executive is entitled
to the benefits of such compensation Executive shall cooperate
fully with and devote Executive's reasonable best efforts to
providing assistance requested by the Company. Such assistance
shall not require Executive to be active in the Company's day-to-
day activities or engage in any substantial travel, and Executive
shall be reimbursed for all reasonable and necessary out-of-
pocket business expenses incurred in providing such assistance.
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(ix) Effect of Other Termination Events. If
Executive voluntarily resigns from employment or is terminated
for just cause prior to the end of the term of this Agreement,
then Executive shall be entitled to no payment or compensation
whatsoever from the Company under this Agreement, other than as
may be due Executive through Executive's last day of employment.
If Executive's employment is terminated due to Executive's
disability or death (as defined in the Company's long-term
disability plan or insurance policy), Executive shall be entitled
to no payment or compensation other than as provided by the
Company's short and long-term disability plans or, in the case of
death, its life insurance payment policy in effect for executives
of Executive's level or pursuant to the terms of any separate
agreement concerning split-dollar or similar life insurance;
provided, however, Executive or Executive's estate, as the case
may be, shall not by operation of this provision forfeit any
rights in which Executive is vested at the time of Executive's
disability or death (including, without limitation, the rights
and benefits provided under applicable retirement plans and
Executive's Salary Continuation Agreement with the Company).
(x) Change in Control. If Executive becomes entitled
to compensation and benefits under this Section 5(c) and such
payments would be considered to be severance payments contingent
upon a change in control under Internal Revenue Code Section
280G, Executive shall be required to offer to perform the duties
and job Executive was performing under this Agreement at the time
of the change in control and, if such offer is rejected, to
mitigate damages (but only with respect to amounts that would be
treated as severance payments under Code Section 280G) by
reducing the amount of such severance payments Executive is
entitled to receive by any compensation and benefits Executive
earns from subsequent employment (but Executive shall not be
required to seek such employment) during the Continuation Period.
If the compensation and benefits payable to Executive under this
Section 5(c) are reduced by mitigation, Executive shall continue
to be entitled to receive in the aggregate under this Agreement
and the Change in Control Agreement between Executive and Company
of even date herewith, an amount of compensation and benefits at
least equal to 2.99 times Executive's "Base Amount" as defined in
Internal Revenue Code Section 280G. In the event Executive's
employment is terminated without "just cause" within 24 months
following the date of a "Change in Control" (as defined in the
Change in Control Agreement) or within six months prior to the
date of a Change in Control and is related to such Change in
Control, the amounts payable to Executive under clauses (i) and
(ii) above shall be paid in single lump sum payments determined
in the same manner as provided in Sections 4(c)(i) and (ii) of
the Change in Control Agreement.
(d) Just Cause. The Company, for just cause, may
immediately terminate Executive's employment hereunder at any
time upon delivery of written notice to Executive. For purposes
of this Agreement, the phrase "just cause" shall mean: (i)
Executive's fraud, dishonesty, gross negligence, or willful
misconduct with respect to business affairs of the Company
(including its subsidiaries and affiliated companies), (ii)
Executive's refusal or repeated failure to follow the established
lawful policies of the Company applicable to persons occupying
the same or similar positions, (iii) Executive's material breach
of this Agreement, or (iv) Executive's conviction of a felony or
other crime involving moral turpitude. A termination of
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Executive for just cause based on clause (i), (ii) or (iii) of
the preceding sentence shall take effect 30 days after Executive
receives from the Company written notice of intent to terminate
and the Company's description of the alleged cause, unless
Executive shall, during such 30-day period, remedy the events or
circumstances constituting just cause; provided, however, such
termination shall take effect immediately upon the giving of
written notice of termination for just cause under any of such
clauses if the Company shall have determined in good faith that
such events or circumstances are not remediable (which
determination shall be stated in such notice).
(e) Survival of Provisions. Upon termination of
Executive's employment for any reason whatsoever (whether
voluntary on the part of Executive, for just cause, or other
reasons), the obligations of Executive pursuant to Section 7
hereof shall survive and remain in effect.
6. Compensation and Benefits. During the term of
Executive's employment with the Company hereunder:
(a) Continuity. 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.
(b) Other Benefits. Executive shall be entitled to
vacation with pay, life insurance, health insurance and such
other employee benefits as Executive may be entitled to receive
in accordance with the established plans and policies of the
Company, as in effect from time to time.
(c) Tax Equalization. In the event of Executive's
relocation, the Company and Executive will cooperate in good
faith to agree on such adjustments to Executive's compensation
and benefits package as are appropriate to provide consistent
after-tax income to Executive equivalent to that of a person
receiving Executive's pay and benefits taxable under the terms of
the U.S. Internal Revenue Code, while also acting in the best
interests of the Company.
7. Restrictive Covenants.
(a) Definitions. As used in this Section 7, the following
terms shall have the meanings ascribed to such terms as set forth
below.
(i) "Company" - Interface, Inc. and its direct and
indirect subsidiaries and affiliated entities throughout the
world.
(ii) "Confidential Information" - information
relating to Company's customers, operations, finances, and
business in any form that derives value from not being generally
known to other persons or entities, including, but not limited
to, technical or nontechnical data, formulas, patterns (including
future carpet and fabric patterns), customer purchasing practices
and preferences, compilations (including compilations of customer
information), programs (including computer programs and models),
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devices (including carpet and fabric manufacturing equipment),
methods (including aesthetic and functional design and
manufacturing methods), techniques (including style and design
technology and plans), drawings (including product or equipment
drawings), processes, financial data (including sales forecasts,
sales histories, business plans, budgets and other forecasts), or
lists of actual or potential customers or suppliers (including
identifying information about those customers), whether or not
reduced to writing. Confidential Information subject to this
Agreement may include information that is not a trade secret
under applicable law, but such information not constituting a
trade secret shall be treated as Confidential Information under
this Agreement for only a two year period after the expiration of
this Agreement or termination of Executive's employment.
(iii) "Customers" - customers of Company that
Executive, during the two year period before the expiration of
this Agreement or termination of Executive's employment,
(A) solicited or serviced or (B) about whom Executive had
Confidential Information. The parties acknowledge that a two-
year period for defining Customers (as well as "Suppliers",
below) is reasonable based on Company's typical sales cycle,
budgetary requirements and procurement procedures.
(iv) "Products" - (A) broadloom carpet, carpet tile,
and broadloom carpet in six-foot and competitive widths, (B)
specialty interior fabrics (wall, panel, window and upholstery),
and (C) specialty chemicals and interior architectural products
(including raised/access floors) for contract, commercial and
institutional markets and customers (i.e., all markets other than
residential).
(v) "Services" - the services Executive shall provide
as a Company executive and that Executive shall be prohibited
from providing in competition with 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, for contract, commercial and institutional markets
and customers (i.e., all markets other than residential), (A)
broadloom carpet, carpet tile, and broadloom carpet in six-foot
and competitive widths, (B) specialty interior fabrics (wall,
panel, window and upholstery), and (C) specialty chemicals and
interior architectural products (including raised/access floors);
without limiting the foregoing, Executive shall be responsible
for: (1) development of overall business strategy, (2) planning
for expansion of the business, including expansion through
mergers, acquisitions, joint ventures and other combinations and
affiliations, (3) providing supervision and oversight of the
principal executives in charge of various components of the
business, (4) developing and leading efforts to enhance and
improve the environmental sustainability of the foregoing
products and of the manufacturing operations and processes
utilized with respect to such products, and (5) serving as the
representative and spokesman for the business with its various
constituencies, including employees, customers, suppliers,
shareholders and the investment community. Executive
acknowledges that he has been informed of and had an opportunity
to discuss with Company the specific activities Executive will
perform as Services, and that Executive understands the scope of
the activities constituting Services.
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(vi) "Supplier" - a supplier of Company that Executive,
during the two year period before the expiration of this
Agreement or termination of Executive's employment, (A) had
contact with on behalf of Company or (B) about whom Executive had
Confidential Information.
(vii) "Territory" - North America, which is the
geographic area where Executive performs Services for Company and
in which Company continues to conduct business. Executive has
been informed of and had an opportunity to discuss with Company
the specific territory in which Executive will perform Services.
Executive acknowledges that the market for Company Products is
worldwide, and that the Territory is the area in which
Executive's provision of Services in violation of this Agreement
would cause harm to Company.
(b) Non-disclosure and Restricted Use. Executive shall use
best efforts to protect Confidential Information. Furthermore,
Executive will not use, except in connection with work for
Company, and will not disclose during or after Executive's
employment, Company's Confidential Information.
(c) Return of Materials. Upon the expiration of this
Agreement or termination for any reason of Executive's
employment, or at any time upon Company's request, Executive will
deliver promptly to Company all materials, documents, plans,
records, notes or other papers and any copies in Executive's
possession or control relating in any way to Company's business,
which at all times shall be the property of Company.
(d) Non-solicitation of Customers. During employment and
for two years after the termination for any reason of Executive's
employment, Executive will not solicit Customers for the purpose
of providing or selling any Products.
(e) Non-solicitation of Suppliers. During employment and
for two years after the termination for any reason of Executive's
employment, Executive will not solicit any Supplier for the
purpose of obtaining goods or services that Company obtained from
that Supplier and that are used in or relate to any Products.
(f) Non-solicitation of Company Employees. During
employment and for two years after the termination for any reason
of Executive's employment, Executive will not solicit for
employment with another person or entity, anyone who is, or was
at any time during the year prior to such termination of
Executive's employment, a Company employee.
(g) Limitations on Post-Termination Competition. During
employment and for two years after the termination for any reason
of Executive's employment, Executive will not provide any
Services within the Territory to any person or entity developing,
manufacturing, marketing, selling, distributing or installing any
Products.
(h) Disparagement. Executive shall not at any time make
false or misleading statements about Company, including its
products, management, employees, customers and suppliers.
(i) Future Employment Opportunities. At any time before,
and for two years after, the termination for any reason of
Executive's employment, Executive shall, before accepting
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employment with another employer, provide such prospective
employer with a copy of this Agreement and, upon accepting any
employment with another employer, provide Company with such
employer's name and a description of the services Executive will
provide to such employer.
(j) Work For Hire Acknowledgment; Assignment. Executive
acknowledges that Executive's work on and contributions to
documents, programs, and other expressions in any tangible medium
(collectively, "Works") are within the scope of Executive's
employment and part of Executive's duties and responsibilities.
Executive's work on and contributions to the Works will be
rendered and made by Executive for, at the instigation of, and
under the overall direction of, Company, and are and at all times
shall be regarded, together with the Works, as "work made for
hire" as that term is used in the United States Copyright Laws.
Without limiting this acknowledgment, Executive assigns, grants,
and delivers exclusively to Company all rights, titles, and
interests in and to any such Works, and all copies and versions,
including all copyrights and renewals. Executive will execute
and deliver to Company, its successors and assigns, any
assignments and documents Company requests for the purpose of
establishing, evidencing, and enforcing or defending its
complete, exclusive, perpetual and worldwide ownership of all
rights, titles and interests of every kind and nature, including
all copyrights, in and to the Works, and Executive constitutes
and appoints Company as Executive's agent to execute and deliver
any assignments or documents Executive fails or refuses promptly
to execute and deliver, this power and agency being coupled with
an interest and being irrevocable.
(k) Inventions, Ideas and Patents. Executive shall
disclose promptly to Company (which shall receive it in
confidence), and only to Company, any invention or idea of
Executive (developed alone or with others) conceived or made
during Executive's employment by Company or within six months of
the date of expiration of this Agreement or termination of
employment. Executive assigns to Company any such invention or
idea in any way connected with Executive's employment with
Company or related to Company's business, research or
development, or demonstrably anticipated research or development,
and will cooperate with Company and sign all documents deemed
necessary by Company to enable it to obtain, maintain, protect
and defend patents covering such inventions and ideas and to
confirm Company's exclusive ownership of all rights in such
inventions, ideas and patents. Executive irrevocably appoints
Company as Executive's agent to execute and deliver any
assignments or documents Executive fails or refuses to execute
and deliver promptly, this power and agency being coupled with an
interest and being irrevocable. This constitutes Company's
written notification that this assignment does not apply to an
invention for which no equipment, supplies, facility or trade
secret information of Company was used and which was developed
entirely on Executive's own time, unless (i) the invention
relates (A) directly to the business of Company, or (B) to
Company's actual or demonstrably anticipated research or
development, or (ii) the invention results from any work
performed by Executive for Company.
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8. Injunctive Relief. Executive acknowledges that any
breach of the terms of Section 7 hereof would result in material
damage to the Company, although it might be difficult to
establish the monetary value of the damage. Executive therefore
agrees that the Company, in addition to any other rights and
remedies available to it, shall be entitled to obtain an
immediate injunction (whether temporary or permanent) from any
court of appropriate jurisdiction in the event of any such breach
thereof by Executive, or threatened breach which the Company in
good faith believes will or is likely to result in irreparable
harm to the Company.
9. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State
of Georgia and the federal laws of the United States of America,
without regard to rules relating to the conflict of laws.
Executive hereby consents to the exclusive jurisdiction of the
Superior Court of Xxxx County, Georgia and the U.S. District
Court in Atlanta, Georgia and hereby waives any objection
Executive might otherwise have to jurisdiction and venue in such
courts in the event either court is requested to resolve a
dispute between the parties.
10. Notices. 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: Board of Directors
With a copy to: Interface, Inc.
0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Fax No.: 000-000-0000
Attn: General Counsel
To Executive: Xxx X. Xxxxxxxx
at the last address and fax number
shown on the records of the Company
Executive 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.
11. Failure to Enforce. The failure of either party hereto
at any time, or for any period of time, to enforce any of the
provisions of this Agreement shall not be construed as a waiver
of such provision(s) or of the right of such party thereafter to
enforce each and every such provision.
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12. Binding Effect. This Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors
and assigns, and Executive and his heirs and personal
representatives. Any business entity or person 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, and
the Company shall obtain the assumption of this Agreement by such
successor.
13. Entire Agreement. This Agreement supersedes all prior
discussions and agreements between the parties and constitutes
the sole and entire agreement between the Company and Executive
with respect to the subject matter hereof. This Agreement shall
not be modified or amended except pursuant to a written document
signed by the parties hereto, which makes specific reference to
this Agreement.
14. Severability. The Company's various rights and
remedies referenced in this Agreement are cumulative and
nonexclusive of one another, and Executive's covenants and
agreements contained herein are severable and independent of one
another. The existence of any claim by Executive against the
Company, whether predicated on this Agreement or otherwise, shall
not constitute a defense to enforcement by the Company of any or
all of such covenants or agreements of Executive hereunder. If
any provision of this Agreement shall be held to be illegal,
invalid or unenforceable by a court of competent jurisdiction, it
is the intention of the parties that the remaining provisions
shall constitute their agreement with respect to the subject
matter hereof, and all such remaining provisions shall continue
in full force and effect.
15. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed on its behalf by its duly authorized officers, and
Executive has hereunder set his hand, as of the date first above
written.
INTERFACE, INC.
By: /s/ Xxx X. Xxxxxxxx
Xxx X. Xxxxxxxx, Chairman and
Chief Executive Officer
Attest: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx,
Secretary
EXECUTIVE:
/s/ Xxx X. Xxxxxxxx
Xxx X. Xxxxxxxx
