EXHIBIT 10.14
CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT (this "Agreement") is made and
entered into as of the 1st day of April, 1997, by and between INTERFACE, INC.,
a Georgia corporation (the "Company"), and XXXXXXX X. XXXXXXXX, a resident of
the State of Georgia ("Executive").
WITNESSETH:
WHEREAS, the Company wishes to assure both itself and its key
employees of continuity of management and objective judgment in the event of
any Change in Control (as defined in Section 3(c) below) of the Company, and to
induce its key employees to remain employed by the Company; and
WHEREAS, Executive is a key employee of the Company, or one or more of
its direct and indirect subsidiaries, and an integral part of its management;
and
WHEREAS, this Agreement is not intended to alter materially the
compensation and benefits that Executive reasonably could expect to receive in
the absence of a Change in Control of the Company, and this Agreement
accordingly will be operative only upon circumstances relating to a Change in
Control of the Company, as set forth herein.
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants herein contained, and for other good and valuable
consideration (including, without limitation, certain stock option and
restricted stock awards granted to Executive subject to Executive's entering
into this Agreement and an Employment Agreement containing non- compete
covenants), the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Operation of Agreement. This Agreement shall be effective
immediately upon its execution by the parties hereto, but anything in this
Agreement to the contrary notwithstanding, neither this Agreement nor any
provision hereof shall be operative unless, during the term of this Agreement,
there has been a Change in Control of the Company, as defined in Section 3(c)
below. Immediately upon such an occurrence, all of the provisions hereof shall
become operative.
2. Term of Agreement. 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.
3. Definitions. In addition to the terms defined elsewhere in
this Agreement, the following terms shall have the meanings ascribed to them
below.
(a) Board or Board of Directors. The terms "Board" and "Board of
Directors" shall mean the Board of Directors of Interface, Inc., or its
successor.
(b) Cause. The term "Cause" as used herein shall mean: (i) an act
that constitutes, on the part of Executive, (A) fraud, dishonesty, gross
negligence, or willful misconduct and (B) that directly results in material
injury to the Company (or any of its subsidiaries), or (ii) Executive's
conviction of a felony or other crime involving moral turpitude. A termination
of Executive for Cause based on clause (i) of the preceding sentence shall take
effect 30 days after the Company gives written notice of such termination to
Executive specifying the conduct deemed to qualify as Cause, unless Executive
shall, during such 30-day period, remedy the events or circumstances
constituting Cause to the reasonable satisfaction of the Company. A
termination for Cause based on clause (ii) above shall take effect immediately
upon the Company's delivery of the termination notice.
(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 (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 Company's outstanding capital stock entitled to
vote for the election of directors ("Voting Stock");
(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 70 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 70 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)
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four directors, or (B) directors constituting a majority of the number of
directors of the Company then in office.
(d) Code. The term "Code" shall mean the Internal Revenue Code of
1986, as amended.
(e) Disability. The term "Disability" shall mean Executive's
inability, as a result of physical or mental incapacity, to substantially
perform Executive's duties for the Company on a full-time basis for a
continuous period of six months.
(f) Excess Severance Payment. The term "Excess Severance Payment"
shall have the same meaning as the term "excess parachute payment" defined in
Section 280G(b)(1) of the Code.
(g) Severance Payment. The term "Severance Payment" shall have
the same meaning as the term "parachute payment" defined in Section 280G(b)(2)
of the Code.
(h) Permitted Holders. The term "Permitted Holders" shall mean
the individuals listed on Schedule 10.11 to the Amended and Restated Credit
Agreement dated June 30, 1995, 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.
(i) Present Value. The term "Present Value" shall have the same
meaning as provided in Section 280G(d)(4) of the Code.
(j) Reasonable Compensation. The term "Reasonable Compensation"
shall have the same meaning as provided in Section 280G(b)(4) of the Code.
(k) Stock Plans. The term "Stock Plans" shall mean 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, together with
any other incentive stock plans adopted by the Company during the term of this
Agreement.
4. Benefits Following a Change in Control.
(a) Immediate Vesting of Stock Options. Upon the occurrence of a
Change in Control during the term of this Agreement, 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. 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 issued under the Stock Plans.
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(b) Termination Six Months Before or Two Years After Change in
Control. If a Change in Control occurs during the term of this Agreement and
Executive's employment is terminated (x) within 24 months following the date of
the Change in Control, or (y) within six months prior to the date of the Change
in Control and is related to such Change in Control, and in the case of either
(x) or (y) such termination is a result of Involuntary Termination or Voluntary
Termination, as defined below, then the benefits described in subsection (c)
below shall be paid or provided to Executive:
(i) Involuntary Termination. For purposes hereof,
"Involuntary Termination" shall mean termination of employment that is
involuntary on the part of Executive and that occurs for reasons other than for
Cause, Executive's Disability, the voluntary election of Executive to retire
(including early retirement) within the meaning of applicable retirement plans,
or Executive's death.
(ii) Voluntary Termination. For purposes hereof,
"Voluntary Termination" shall mean termination of employment that is voluntary
on the part of Executive, and, in the judgment of Executive, is due to (A) 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; (B) a reduction in
Executive's compensation or benefits, or (C) 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
(A), (B) or (C) of this subsection (b)(ii) shall not make Executive ineligible
to receive benefits under this Agreement.
(c) Benefits to be Provided. If Executive becomes eligible for
benefits under subsection (b) above, the Company shall pay or provide to
Executive the compensation and benefits set forth in this subsection (c);
provided, however, that the compensation and benefits to be paid or provided
pursuant to paragraphs (i) through (v) of this subsection (c) shall be reduced
to the extent that Executive receives or is entitled to receive upon
Executive's termination the compensation and benefits (but only to the extent
Executive actually receives such compensation and benefits) described in
paragraphs (i) through (v) of this subsection (c) pursuant to the terms of an
employment agreement with the Company or as a result of a breach by the Company
of the employment agreement; and, provided, further, after taking into
consideration any such reductions, Executive shall continue to be entitled to
receive in the aggregate under this Agreement and the employment agreement an
amount of compensation and benefits at least equal to 2.99 times Executive's
"Base Amount" as defined in Code Section 280G, and any amounts paid under
paragraphs (i), (ii) and (iv) of this Agreement shall be paid in the manner
provided in such paragraphs.
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(i) Salary. Executive will continue to receive his
current salary (subject to withholding of all applicable taxes) for a period of
24 months from Executive's date of termination in the same manner as it was
being paid as of the date of termination; provided, however, that the salary
payments provided for hereunder shall be paid in a single lump sum payment, to
be paid not later than 30 days after Executive's termination of employment;
and, provided further, the amount of such lump sum payment shall be determined
by taking the salary payments to be made and discounting them to their Present
Value (as defined in Section 3(i) above) on the date Executive's employment is
terminated. 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 24 months following the month in which
Executive's employment is terminated in an amount for each month 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 which
Executive's employment terminates equal to the Average Bonus multiplied by the
number of days Executive worked in such year divided by 365 days. Any bonus
amounts that Executive had previously earned from the Company (or its
subsidiaries) but which may not yet have been paid as of the date of
termination shall not be affected by this provision; provided, however, that 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. The bonus amounts
determined herein shall be paid in a single lump sum payment, to be paid not
later than 30 days after termination of employment; and, provided further, the
amount of such lump sum payment shall be determined by taking the bonus
payments (as of the payment date) to be made and discounting them to their
Present Value on the date Executive's employment is terminated.
(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 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 or reaching age
65), beginning on the date of such termination and ending on the date 24 months
from the date of such termination. Any additional coverages Executive had at
termination, including dependent coverage, will also be continued for such
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 (c)(iii) do not
permit continued participation by Executive, 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 at 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
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a separate agreement, the Company (or its subsidiary, as the case may be) 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 Investment Plan and
Trust (the "Savings Plan"). Executive's participation in such retirement plans
shall continue for a period of 24 months from the date of termination of
Executive's employment (at which point 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 (c)(ii) of this Section 4
shall be treated (unless otherwise excluded under the terms of such retirement
plans) as compensation when computing benefits under such 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 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
24-month 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) Other Stock Awards. As of Executive's date of
termination, all restrictions on 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 paragraph (v) shall constitute an amendment of Executive's restricted
stock agreements issued under the Stock Plans.
(vi) Effect of Lump Sum Payment. The lump sum payment
under subsections (c)(i) and (c)(ii) of this Section 4 shall not alter the
amounts Executive is entitled to receive under the benefit plans and
arrangements described in subsections (c)(iii) and (c)(iv) above. Benefits
under such plans shall be determined as if Executive had remained employed and
received such payments without reduction for their Present Value over a period
of 24 months.
(d) Termination More Than Two Years After Change in Control. In
the event Executive's employment is terminated by the Company without Cause at
any time after the second anniversary of a Change in Control, Executive shall
continue to be covered by, and entitled to the benefits provided under, all
restricted stock agreements issued under the Stock Plans, in accordance with
the terms of such agreements, and Executive shall be considered for purposes of
all such
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restricted stock agreements as continuing to be actively employed by the
Company after such termination.
5. Adjustment of Benefits.
(a) Maximization of Amount. Notwithstanding anything in this
Agreement to the contrary, if, in the opinion of independent tax accountants
or counsel selected and retained by the Company and reasonably acceptable to
Executive ("Tax Counsel"), any of the compensation or benefits payable, or to
be provided, to Executive by the Company or any member of its affiliated group
(the Company and all members of its affiliated group being hereinafter
collectively referred to as the "Controlled Group") under this Agreement, any
other agreement between Executive and any member of the Controlled Group, or
any plan or policy of any member of the Controlled Group, are to be treated as
Excess Severance Payments subject in whole or in part to the excise tax imposed
under Code Section 4999 (the "Excise Tax"), then the Company shall direct Tax
Counsel to determine and compare Executive's net after-tax income under each of
the following assumptions: (i) all of the compensation and benefits payable by
the Controlled Group under all such arrangements are paid to Executive ("Full
Severance") and Executive pays all applicable federal, state and local taxes,
including, without limitation, the Excise Tax; or (ii) the total amount of the
compensation and benefits payable by the Controlled Group under all such
arrangements is reduced ("Reduced Severance") such that no Excess Severance
Payments result and the Excise Tax is not triggered. If Tax Counsel's
determination shows that payment to Executive of Full Severance provides
Executive with higher net after-tax income, then the Full Severance shall be
payable to Executive. If Tax Counsel's determination shows that Reduced
Severance provides Executive with higher net after-tax income, then Reduced
Severance shall be payable to Executive.
(b) Reduction of Amount. In the event that the amount of any
Severance Payments which would be payable to or for the benefit of Executive
under this Agreement are reduced to comply with this Section, the Company and
Executive jointly shall decide which Severance Payments are to be reduced;
provided, however, the Company shall not unreasonably deny the requests and
preferences of Executive in making this determination.
(c) Avoidance of Penalty Taxes. This Section 5 shall be
interpreted so as to maximize the net after-tax dollar value to Executive. In
determining whether any Excess Severance Payments exist and the most
advantageous outcome for Executive, the parties shall take into account all
provisions of Code Section 280G and the regulations thereunder, including
making appropriate adjustments to such calculation for amounts established to
be Reasonable Compensation. Both the Company and Executive shall cooperate
fully with Tax Counsel and provide Tax Counsel with all compensation and
benefit amounts, personal tax information and other information necessary or
helpful in calculating such net after-tax amounts. If Executive disputes Tax
Counsel's calculations, the dispute shall be resolved in accordance with
Section 6(f) below. In connection with any Internal Revenue Service
examination, audit or other inquiry, the Company and Executive agree to take
action to provide, and to cooperate in providing, evidence to the Internal
Revenue Service (and, if applicable, the state revenue department) to achieve
this goal.
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(d) Correction of Determination. If it is established pursuant to
a final determination of a court or an Internal Revenue Service proceeding, or
pursuant to an opinion of Tax Counsel, that, notwithstanding the good faith of
the Company and Executive in applying the terms of this Section 5, either (i)
the amounts paid to Executive unintentionally constituted Excess Severance
Payments and triggered the Excise Tax, even though the payments to Executive
were reduced in an effort to avoid such result; or (ii) the amounts paid to
Executive were reduced by more than was necessary to avoid triggering the
Excise Tax, then the parties shall make the applicable correction that will
achieve the goal described in Section 5(c) hereof. In the event the error
referred to in clause (i) hereof occurs, Executive shall repay to the Company,
within 10 days after the error is discovered, the amount necessary to avoid the
Excise Tax; provided, however, that if Executive, based on advice from Tax
Counsel and Executive's own tax advisor, determines that the return of such
amounts will not serve to eliminate the Excess Severance Payments and the
Excise Tax, the Company then shall be obligated to pay to Executive, within 10
days after Executive notifies the Company of Executive's determination, the
total amount by which the original amount of Executive's compensation and
benefits were reduced pursuant to the terms of Sections 5(a) and (b) hereof.
In the event the error referred to in clause (ii) hereof occurs, the Company
shall pay to Executive, within 10 days after the error is discovered, the
maximum amount of the compensation and benefits that were reduced pursuant to
the terms of Sections 5(a) and (b) hereof that Executive may receive without
triggering the Excise Tax.
6. Miscellaneous.
(a) 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: 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
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To Executive: Xxxxxxx 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.
(b) Assignment. This Agreement shall inure to the benefit of and
shall be binding upon the parties hereto and their respective executors,
administrators, heirs, personal representatives and successors, but, except as
hereinafter provided, neither this Agreement nor any right hereunder may be
assigned or transferred by either party hereto, or by any beneficiary or any
other person, nor be subject to alienation, anticipation sale, pledge,
encumbrance, execution, levy or other legal process of any kind against
Executive, Executive's beneficiary or any other person. Notwithstanding the
foregoing, 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, and the Company shall obtain the express assumption of this
Agreement by such successor.
(c) Executive's Death. In the event Executive shall die after, or
within six months prior to, the date a Change in Control occurs and this
Agreement becomes operative, all amounts and benefits which would have been
payable or due to Executive if Executive had continued to live (including, in
the event Executive dies after a Voluntary or Involuntary Termination, the
amounts and benefits described in Section 4(c) hereof) shall be paid and
provided in accordance with the terms of this Agreement to the executors,
administrators, heirs or personal representatives of Executive's estate.
(d) No Obligation to Fund. The agreement of the Company (or its
successor) to make payments to Executive hereunder shall represent the
unsecured obligation of the Company (and its successor), except to the extent
(i) the terms of any other agreement, plan or arrangement pertaining to the
parties provide for funding; or (ii) the Company (or its successor) in its sole
discretion elects in whole or in part to fund the Company's obligations under
this Agreement pursuant to a trust arrangement or otherwise.
(e) Applicable Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Georgia
(USA).
(f) Arbitration of Disputes; Expenses. All claims by Executive
for compensation and benefits under this Agreement shall be directed to and
determined by the Board and shall be in writing. Any denial by the Board of a
claim for benefits under this Agreement shall be delivered to Executive in
writing and shall set forth the specific reasons for the denial and the
specific provisions of this Agreement relied upon. The Board shall afford a
reasonable opportunity to Executive for a review of a decision denying a claim
and shall further allow Executive to appeal to the Board a decision of the
Board within 60 days after notification by the Board that Executive's claim has
been
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denied. Any further dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration in Atlanta, Georgia,
in accordance with the commercial arbitration rules of the American Arbitration
Association then in effect. The arbitration award shall be final and binding
upon the parties and judgment upon the award may be entered in any court having
jurisdiction. In the event Executive incurs legal fees and other expenses in
seeking to obtain or to enforce any rights or benefits provided by this
Agreement and is successful, in whole or in part, in obtaining or enforcing any
such rights or benefits through settlement, arbitration or otherwise, the
Company shall promptly pay Executive's reasonable legal fees and expenses
incurred in enforcing this Agreement and the fees of the arbitrator(s). Except
to the extent provided in the preceding sentence, each party shall pay its own
legal fees and other expenses associated with any dispute, provided, however,
that the fee for the arbitrator(s) shall be shared equally.
(g) Amendment. This Agreement may only be amended by a written
instrument signed by the parties hereto, which makes specific reference to this
Agreement.
(h) Severability. If any provision of this Agreement shall be
held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provisions
hereof.
(i) Other Benefits. Nothing in this Agreement shall limit or
replace the compensation or benefits payable to Executive, or otherwise
adversely affect Executive's rights, under any other benefit plan, program or
agreement to which Executive is a party.
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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/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxx
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