EMPLOYMENT AGREEMENT
Exhibit
99.1
THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the
6th
day of
October, 2005, by and between Interface,
Inc.,
a
corporation organized under the laws of the State of Georgia, U.S.A. (the
“Company”), and Xxxxxxx
X. Xxxxx,
a
resident of the State of Georgia (“Executive”).
W
I T N E S S E T H:
WHEREAS,
the parties desire to enter into an employment agreement setting forth the
terms
of Executive’s employment with the Company;
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 Vice President and Chief Financial 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 Chief Executive
Officer (“CEO”) or 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
CEO of the Company, acting under authorization from 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 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 Section 5(d) below),
or if a “Voluntary Termination” occurs within 24 months following the date of a
“Change in Control” (as such terms are defined in the Change in Control
Agreement between Executive and Company) or within six months prior to the
date
of the Change in Control and is related to such Change in Control, 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 (v) 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. 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 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 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.
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(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 plan is still maintained by the Company, 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 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.
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(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
under said plan shall lapse, and the affected shares shall become 100% vested.
(vi) 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.)
(vii) 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.
(viii)
Effect
of Other Termination Events.
If
Executive is terminated for just cause (as defined in Section 5(d) below)
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 such salary, reimbursable expenses and other amounts as may properly
be due
Executive through Executive’s last day of employment. If Executive voluntarily
resigns from employment (other than a “Voluntary Termination” as defined in the
Change in Control Agreement), or his 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 only (i) such salary,
reimbursable expenses and other amounts as may be due Executive through
Executive’s last day of employment; (ii) an annual bonus for the year in which
Executive’s employment terminates, prorated through the last day of employment
(the amount of said bonus to be determined by the Company based on the audited
year-end financial results of the Company and paid promptly after such results
are determined); and (iii) in the case of disability, such compensation as
is
provided by the Company’s short and long-term disability plans or, in the case
of death, such payments as are provided by 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 stock plans and retirement
plans).
4
(ix) Change
in Control.
In
the
event Executive’s employment is terminated without “just cause” (defined below)
or a “Voluntary Termination” (as defined in the Change in Control Agreement)
occurs, in either case 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 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, company
car) and bonus opportunity (currently expressed as a percentage of Executive’s
base salary) may be increased from time to time as determined by the CEO
or
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.
5
(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), 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 termination of Executive’s
employment.
(iii)
“Customers”
- customers of Company that Executive, during the two year period before
the
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) 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.
6
(v)
“Services”
- the services of an administrative and managerial nature that 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 following aspects of the Company’s business: (A) overall financial affairs,
(B) maintenance of appropriate books and records, (C) preparation
of
financial statements in accordance with generally accepted accounting
principles, (D) development and maintenance of proper financial controls,
(E)
supervision of compliance with tax laws in all jurisdictions, (F) assisting
in
the development of strategy for the expansion of the business, including
expansion by merger, acquisition, joint venture and other combinations and
affiliations, (G) preparation of reports to shareholders and governmental
and
other regulatory agencies and bodies, (H) development of strategy for financing
the business through loans, sale of securities and other financing methods,
procedures and products, (I) development and maintenance of relationships
with
independent accountants, financial institutions, investment banks and the
investment community and analysts, and (J) providing input regarding financial
aspects of employee benefit plans and programs. 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.
(vi)
“Supplier”
- a
supplier of Company that Executive, during the two year period before
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.
7
(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 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
8
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.
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:
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
Executive:
|
Xxxxxxx
X. Xxxxx
at
the last address and fax number
shown
on the records of the Company
|
9
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.
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.
10
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/
Xxxxxx X. Hendrix______________
Xxxxxx X. Xxxxxxx, President and
Chief Executive Officer
Attest:
/s/
Xxxxxxx X. Willoch__________
Xxxxxxx X. Xxxxxxx, Secretary
EXECUTIVE:
/s/ Xxxxxxx X. Lynch___________________
Xxxxxxx
X. Xxxxx
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