As filed with the Securities and Exchange Commission on October 24, 1997.
File No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERFACE, INC.
(Exact Name of Issuer as Specified in its Charter)
Georgia 58-1451243
------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Suite 2000
2859 Paces Ferry Road
Atlanta, Georgia 30339
-----------------------------------------------------
(Address and Zip Code of Principal Executive Offices)
INTERFACE, INC. OMNIBUS STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND PAUL G. HAWKEN
STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND DAVID D. OAKEY
STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND JOHN W. PICARD
STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND FREDERICK S. SHEHADI, JR.
STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND JOSEPH PAUL ZINK, III
----------------------------------------------------------------------------
(Full Title of the Plans)
Raymond S. Willoch, Esquire
Vice President, General Counsel and Secretary
INTERFACE, INC.
Suite 2000
2859 Paces Ferry Road
Atlanta, Georgia 30339
(770) 437-6800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Unit Price
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A or Class B 1,865,000 28 11/16<F1> 53,502,188 <F2> $16,213
Common Stock, par
value $.10 per share
<FN>
<F1>Determined in accordance with Rule 457(h) under the
Securities Act of 1933, as amended, based on $28 11/16, the
average of the high and low sale prices quoted on the Nasdaq
National Market System on October 23, 1997.
/FN
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Interface, Inc. (the
"Company" or the "Registrant") are incorporated by reference into
this Registration Statement and are deemed to be a part hereof
from the date of the filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for its
fiscal year ended December 29, 1996.
(2) All other reports of the Registrant filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, since the end of the fiscal year covered by the
Registrant's Annual Report on Form 10-K for its fiscal year ended
December 29, 1996.
(3) The description of Common Stock contained in the
Registration Statement on Form 8-A, filed on April 30, 1984, as
amended by a Form 8 filed on August 19, 1988, including all
amendments or reports filed for the purpose of updating such
description.
(4) All other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities that
remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As provided under Georgia law, the Registrant's Amended
Articles of Incorporation provide that a director shall not be
personally liable to the Registrant or its shareholders for
monetary damages for breach of duty of care or any other duty
owed to the Registrant as a director, except that such provision
shall not eliminate or limit the liability of a director (a) for
any appropriation, in violation of his duties, of any business
opportunity of the Registrant, (b) for acts or omissions which
involve intentional misconduct or a knowing violation of law, (c)
for unlawful corporate distributions, or (d) for any transaction
from which the director received an improper benefit.
Under Article VII of the Registrant's Amended Bylaws, the
Registrant is authorized to indemnify its officers and directors
for any liability and expense incurred by them in connection with
or resulting from any threatened, pending or completed legal
action or other proceeding or investigation by reason of his
being or having been an officer or director. An officer or
director may only be indemnified if he acted in good faith and in
<PAGE>
a manner he reasonably believed to be in, or not opposed to, the
best interests of the Registrant, and, with respect to a criminal
matter, he did not have reasonable cause to believe that his
conduct was unlawful. No officer or director who has been
adjudged liable for the improper receipt of a personal benefit is
entitled to indemnification.
Any officer or director who has been wholly successful on
the merits or otherwise in an action or proceeding in his
official capacity is entitled to indemnification as to expenses
by the Registrant. All other determinations in respect of
indemnification shall be made by either: (i) a majority vote of
a quorum of disinterested directors; (ii) independent legal
counsel selected in accordance with the Bylaws and at the request
of the Board; or (iii) the holders of a majority of the
Registrant's stock who at such time are entitled to vote for the
election of directors.
The provisions of the Registrant's Bylaws on indemnification
are consistent in all material respects with the laws of the
State of Georgia, which authorize indemnification of corporate
officers and directors.
The Registrant's directors and officers are insured against
losses arising from any claim against them as such for wrongful
acts or omissions, subject to certain limitations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement
are as follows:
Exhibit Number Description
- -------------- -----------
4 Interface, Inc. Omnibus Stock Incentive
Plan (included as Exhibit 10.6 to the
Registrant's Annual Report on Form 10-K
for its fiscal year ended December 29,
1996, previously filed with the
Commission and incorporated herein by
reference.)
5 Opinion of Raymond S. Willoch, Vice
President, General Counsel and Secretary
of the Registrant
23(a) Consent of BDO Seidman, LLP
23(b) Consent of Raymond S. Willoch (see Exhibit 5)
24 Power of Attorney (See Signature Page)
99.1 Stock Option Agreement between the
Registrant and Paul G. Hawken
99.2 Stock Option Agreement between the
Registrant and David D. Oakey
99.3 Stock Option Agreement between the
Registrant and John W. Picard
99.4 Stock Option Agreement between the
Registrant and Frederick S. Shehadi, Jr.
99.5 Stock Option Agreement between the
Registrant and Joseph Paul Zink, III
99.6 Stock Option Agreement between the
Registrant and Joseph Paul Zink, III
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective Registration Statement.
<PAGE>
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the Registration Statement is on Form S-3,
Form S-8, or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at the time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
<PAGE>
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Atlanta, State of Georgia, on October 21, 1997.
INTERFACE, INC.
By: /s/ Ray C. Anderson
Ray C. Anderson,
Chairman of the Board
and Chief Executive Officer
Each person whose signature appears below hereby constitutes
and appoints Ray C. Anderson and Daniel T. Hendrix, and either of
them, his true and lawful attorneys-in-fact with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and to cause the same to be filed, with
all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby granting to
said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing whatsoever requisite and
desirable to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all acts and things that
said attorneys-in-fact and agents, or their substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons, in the capacities indicated, on the 21st day of October,
1997.
Signature Capacity
/s/ Ray C. Anderson Chairman of the Board and Chief
Ray C. Anderson Executive Officer (PRINCIPAL
EXECUTIVE OFFICER)
/s/ Daniel T. Hendrix Senior Vice President-Finance,
Daniel T. Hendrix Chief Financial Officer and
Director (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ Brian L. DeMoura Director
Brian L. DeMoura
/s/ Charles R. Eitel Director
Charles R. Eitel
<PAGE>
/s/ Donald E. Russell Director
Donald E. Russell
/s/ John H. Walker Director
John H. Walker
/s/ Gordon D. Whitener Director
Gordon D. Whitener
/s/ Dianne Dillion-Ridgley Director
Dianne Dillon-Ridgley
/s/ Carl I. Gable Director
Carl I. Gable
/s/ Dr. June M. Henton Director
Dr. June M. Henton
/s/ J. Smith Lanier, II Director
J. Smith Lanier, II
/s/ Leonard G. Saulter Director
Leonard G. Saulter
/s/ Clarinus C. Th. van Andel Director
Clarinus C. Th. van Andel
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
5 Opinion of Raymond S. Willoch,
Vice President, General Counsel
and Secretary of the Registrant
23(a) Consent of BDO Seidman, LLP
23(b) Consent of Raymond S. Willoch (see Exhibit 5)
24 Power of Attorney (See Signature Page)
99.1 Stock Option Agreement between the Registrant and
Paul G. Hawken
99.2 Stock Option Agreement between the Registrant and
David D. Oakey
99.3 Stock Option Agreement between the Registrant and
John W. Picard
99.4 Stock Option Agreement between the Registrant and
Frederick S. Shehadi, Jr.
99.5 Stock Option Agreement between the Registrant and
Joseph Paul Zink, III
99.6 Stock Option Agreement between the Registrant and
Joseph Paul Zink, III
</TABLE>
EXHIBIT 5
October 23, 1997
Interface, Inc.
2859 Paces Ferry Road
Suite 2000
Atlanta, Georgia 30339
Re: Registration Statement on Form S-8
Gentlemen:
The undersigned has acted as counsel for Interface, Inc., a Georgia
corporation (the "Company"), in connection with the preparation of the
referenced Form S-8 Registration Statement relating to the Company's
Omnibus Stock Incentive Plan, the Stock Option Agreement between the
Company and Paul G. Hawken, the Stock Option Agreement between the
Company and David D. Oakey, the Stock Option Agreement between the
Company and John W. Picard, the Stock Option Agreement between the
Company and Frederick S. Shehadi, Jr., and the Stock Option Agreements
between the Company and Joseph Paul Zink, III (collectively, the
"Plans"), and the proposed offer and sale of up to 1,865,000 shares of
the Company's Common Stock, $.10 par value per share (the "Common Stock")
pursuant to the Plans. In connection with the preparation of said
Registration Statement, I have examined originals or copies of such
corporate records, documents and other instruments relating to the
authorization and issuance of such shares of Common Stock as I have
deemed relevant under the circumstances.
On the basis of the foregoing, it is my opinion that:
1. The Company was duly organized and incorporated and is validly
existing under the laws of the State of Georgia, with an authorized
capitalization consisting of 40,000,000 shares of Class A Common Stock,
par value $.10 per share, 40,000,000 shares of Class B Common Stock, par
value $.10 per share, and 5,000,000 shares of Preferred Stock, par value
$1.00 per share.
2. The Plans and the proposed offer and sale thereunder of up to
1,865,000 shares of Class A or Class B Common Stock have been duly
authorized or ratified by the Board of Directors of the Company (or the
Executive Committee thereof), and the shares, when issued in accordance
with and subject to the terms and conditions of the Plans, will be
legally issued, fully paid and nonassessable.
The undersigned hereby consents to the filing of this opinion as an
exhibit to said Registration Statement.
Sincerely,
/s/ Raymond S. Willoch
Raymond S. Willoch
Vice President, Secretary and General Counsel
BDO Seidman LLP 285 Peachtree Center Avenue, Suite 800
Accountants and Consultants Atlanta, Georgia 30303-1230
Telephone: (404) 688-6841
Fax: (404) 688-1075
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Interface, Inc.
Atlanta, Georgia
We hereby consent to the incorporation by reference in the
Prospectus constituting a part of the Company's Registration Statement on
Form S-8 of our reports dated February 20, 1997, relating to the
consolidated financial statements and schedule of Interface, Inc.,
appearing in the Company's Form 10-K for the year ended December 29,
1996.
We also consent to the reference to us under the caption "Experts"
in the Prospectus.
/s/ BDO SEIDMAN LLP
Atlanta, Georgia
October 23, 1997
INTERFACE, INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (this "Agreement") is entered into as of
the 11th day of April, 1997, by and between INTERFACE, INC. (the
"Company") and PAUL HAWKEN ("Optionee").
W I T N E S S E T H:
WHEREAS, the Company has adopted the Interface, Inc. Omnibus Stock
Incentive Plan (the "Plan") which is administered by a committee
appointed by the Company's Board of Directors (the "Committee"); and
WHEREAS, subject to approval of the Plan by the Company's
shareholders, the Committee has granted to Optionee a Stock Option under
the terms of the Plan (the "Option") to encourage Optionee's continued
loyalty and diligence; and
WHEREAS, to comply with the terms of the Plan and to further the
interests of the Company and Optionee, the parties hereto have set forth
the terms of the Option in writing in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises
herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. PLAN PROVISIONS.
In addition to the terms and conditions set forth herein, the
Option is subject to and governed by the terms and conditions set forth
in the Plan, which are hereby incorporated herein by reference. Any
terms used herein with an initial capital letter shall have the same
meaning as provided in the Plan, unless otherwise specified herein. In
the event of any conflict between the provisions of this Agreement and
the Plan, the Plan shall control.
2. GRANT OF OPTION.
On January 20, 1997 (the "Grant Date"), the Committee granted
to Optionee the right to purchase 10,000 Shares of the $.10 par value
common stock of the Company, subject to the restrictions and other
conditions set forth herein. Such Shares may be either Class A common
stock or Class B common stock, or any combination thereof, as determined
by the Committee in its sole discretion at the time of exercise. Such
Shares are hereinafter sometimes referred to as the "Option Shares." The
Option is not intended to qualify as an "Incentive Stock Option" within
the meaning of Section 422 of the Code.
<PAGE>
3. EXERCISE PRICE.
The purchase price payable for the Option Shares upon exercise
of the Option, in whole or in part, shall be $19.125 per share (the
"Exercise Price"), which is the Fair Market Value of an Option Share on
the Grant Date.
4. VESTING.
The Option shall vest and become exercisable with respect to 20
percent of the Option Shares on each of the first five anniversaries of
the Grant Date. Optionee may, but need not, exercise the Option with
respect to Option Shares at the time they first vest and become
exercisable, or may exercise such Option Shares at any later time before
the Option terminates (see Section 6 hereof).
5. FORFEITURE UPON TERMINATION OF RELATIONSHIP.
If Optionee's employment, services or association with the
Company and all of its Subsidiaries is terminated for any reason
whatsoever, any portion of the Option that is not then vested shall be
terminated and immediately forfeited, and Optionee shall have no rights
in such portion of the Option.
6. TERMINATION OF OPTION.
Notwithstanding any other provision of this Agreement to the
contrary, the Option shall terminate and shall no longer be exercisable
after the first to occur of: (a) the tenth anniversary of the Grant
Date; (b) the expiration of the three-month period beginning on the date
Optionee's employment, services or association with the Company and all
of its Subsidiaries terminates for any reason other than Optionee's
Disability (as defined below) or death; (c) the expiration of the 12-
month period beginning on the date Optionee's employment, services or
association with the Company and its Subsidiaries terminates as a result
of Optionee's Disability; or (d) the expiration of the 24-month period
beginning on the date Optionee's employment, services or association with
the Company and its Subsidiaries terminates as a result of Optionee's
death. For purposes hereof, "Disability" shall mean Optionee's
inability, as a result of physical or mental incapacity, to substantially
perform Optionee's duties or services for the Company and its
Subsidiaries on a regular basis for a continuous period of six months.
The Committee, in its sole discretion, shall make all determinations as
to the date Optionee's employment, services or association with the
Company and its Subsidiaries has been terminated, or whether or not
Optionee has incurred a Disability, and the Committee's determination
shall be final and binding. The Committee may extend such exercise
period, in its sole discretion.
7. OPTION NOT TRANSFERABLE.
Optionee may not transfer or assign the Option other than by
will or the laws of descent and distribution. During the lifetime of
Optionee, only Optionee (or in the event of Optionee's Disability,
Optionee's duly appointed guardian or attorney-in-fact) may exercise the
Option.
2<PAGE>
8. DEATH OF OPTIONEE.
In the event of Optionee's death, the unexercised, vested
portion of the Option may be exercised (but not transferred or assigned)
by Optionee's personal representatives, heirs or legatees at any time
prior to the date as of which the Option expires under Section 6 hereof.
Such exercise shall be effected in accordance with the terms hereof as if
such representative, heir or legatee was Optionee hereunder; however, the
Company may require proof of the right of such person to exercise the
Option.
9. MANNER OF EXERCISE.
(a) NOTICE OF EXERCISE. Optionee, or Optionee's successors (as
permitted herein), may exercise the Option by delivery to the Secretary
of the Company of a written notice of exercise executed by Optionee or
such successor (the "Notice of Exercise"). The Notice of Exercise shall
be substantially in the form set forth on Exhibit A, attached hereto and
made a part hereof, and shall identify the Option and the number of
Option Shares being purchased pursuant to the Option exercise.
(b) PARTIAL EXERCISE. Optionee may exercise the Option for less
than the full number of Option Shares, but no such partial exercise shall
be made for less than 100 Shares. Subject to the other restrictions on
exercise set forth herein, the unexercised portion of the Option Shares
may be exercised at a later date by Optionee, and the 100-Share
requirement shall not apply to any exercise of the Option if all
remaining vested Option Shares subject to the Option are exercised.
10. PAYMENT OF EXERCISE PRICE.
(a) GENERAL. Upon exercise of the Option, Optionee (or Optionee's
successors) shall pay the Exercise Price in cash, in Shares or any
combination thereof.
(b) PAYMENT IN SHARES. If Optionee pays all or a portion of the
Exercise Price with Shares, the following conditions shall apply:
(i) Optionee shall deliver to the Secretary of the Company a
certificate or certificates representing such Shares duly endorsed for
transfer to the Company (or an attestation of Optionee's then current
ownership of a number of Shares equal to the number thereby authorized to
be withheld);
(ii) Optionee shall have held such Shares for at least six
months before the date such payment is made;
3<PAGE>
(iii) Such Shares shall be valued on the basis of the Fair
Market Value of Shares on the date of exercise, pursuant to the terms of
the Plan; and
(iv) The value of the Shares delivered shall be less than or
equal to the full Exercise Price. If Optionee delivers Shares with a
value that is less than the Exercise Price, Optionee shall pay the
balance of the Exercise Price in cash.
11. WITHHOLDING.
As a condition to exercise of the Option, Optionee (or
Optionee's successors) shall pay the Company an amount equal to the sum
of all applicable employment taxes that the Company is required to
withhold at any time. Such payment may be made in cash, by withholding
from Optionee's normal pay or by delivery of Shares (or an attestation of
ownership of Shares in lieu of delivery).
12. DELIVERY OF STOCK CERTIFICATE.
As soon as practicable after the date of exercise of the Option
and receipt by the Company of full payment of the Exercise Price, the
Company shall either instruct its transfer agent to issue a stock
certificate representing the Option Shares acquired by Optionee pursuant
to Optionee's exercise of the Option or shall otherwise effectively
transfer such Option Shares to Optionee.
13. ACKNOWLEDGMENT OF OPTIONEE.
Optionee acknowledges that certain restrictions under state,
federal or foreign securities laws may apply with respect to the Option
Shares issued pursuant to the Option. Optionee further acknowledges
that, to the extent Optionee is an "affiliate" of the Company (as that
term is defined by the Securities Act of 1933), the Option Shares are
subject to certain trading restrictions under applicable securities laws
(including, particularly, Rule 144 under the Securities Act). Optionee
hereby agrees to execute such documents and take such actions as the
Company may reasonably require with respect to state, federal and foreign
securities laws and any restrictions on the resale of such Shares which
may pertain under such laws. The Company intends to register the
securities represented by and subject to the Option; however, in the
event such registration at any time is ineffective or any special rules
apply, such securities may be sold or transferred only in accordance with
the Plan and pursuant to additional, effective securities laws
registrations or in a transaction that is exempt from such registration
requirements. If appropriate under the circumstances, the certificate(s)
evidencing the Shares issued upon exercise of the Option shall bear a
restrictive legend indicating that the Shares have not been registered
under applicable securities laws.
4<PAGE>
14. EXECUTION OF AGREEMENT.
Optionee shall execute this Agreement within 30 days after
receipt of same, and promptly return an executed copy to the Company.
15. MISCELLANEOUS.
(a) EMPLOYMENT RIGHTS. The granting of the Option and the
execution of this Agreement shall not afford Optionee any rights to
similar grants in future years or any right to be retained in the employ
or service of the Company or any of its Subsidiaries, nor shall it
interfere in any way with the right of the Company or any Subsidiary to
terminate Optionee's employment, services or association at any time,
with or without cause, or the right of Optionee to terminate Optionee's
employment, services or association at any time.
(b) SHAREHOLDER RIGHTS. Optionee shall have none of the rights of
a shareholder with respect to the Option Shares until Optionee has
exercised the Option and thereby acquired the Option Shares in accordance
with this Agreement.
(c) SEVERABILITY. If any term, provision, covenant or restriction
contained in this Agreement is held by a court or governmental agency of
competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions contained
in this Agreement shall continue in full force and effect, and shall in
no way be affected, impaired or invalidated.
(d) CONTROLLING LAW. This Agreement is being made in the State of
Georgia (USA) and shall be construed and enforced in accordance with the
laws of that state.
(e) CONSTRUCTION. This Agreement contains the entire understanding
between the parties and supersedes any prior understandings and
agreements between them with respect to the subject matter hereof. There
are no representations, agreements, arrangements or understandings, oral
or written, between the parties hereto relating to the subject matter
hereof which are not fully expressed herein.
(f) BINDING EFFECT. This Agreement shall inure to the benefit of,
and be binding upon, the Company and its successors and assigns, and
Optionee and Optionee's 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.
(g) HEADINGS. Section and other headings contained in this
Agreement are included for reference purposes only and are in no way
intended to define or limit the scope, extent or intent of this Agreement
or any provision hereof.
5<PAGE>
IN WITNESS WHEREOF, the individual party hereto has executed this
Agreement, and the corporate party has caused this Agreement to be
executed by a duly authorized representative, as of the date first set
forth above.
INTERFACE, INC.
By: /s/ Ray C. Anderson
Ray C. Anderson
Chairman and Chief Executive Officer
OPTIONEE
/s/ Paul Hawken
Paul Hawken
6<PAGE>
EXHIBIT A
INTERFACE, INC.
OMNIBUS STOCK INCENTIVE PLAN
(January 20, 1997)
NOTICE OF EXERCISE FOR STOCK OPTION AGREEMENT
This Notice is given pursuant to the terms of the Stock Option
Agreement, dated April 11, 1997, between Interface, Inc. and the
undersigned Optionee, which Agreement is made a part hereto and
incorporated herein by reference.
Optionee hereby exercises the Option with respect to _________
Option Shares. Optionee hereby delivers, together with this written
statement of exercise, the full Exercise Price with respect to the
exercised Option Shares, which consists of: [COMPLETE ONLY ONE]
/ / cash in the total amount of $__________.
/ / __________Shares of the Company's Class _____ common
stock.
/ / cash in the total amount of $__________ and
______ Shares of the Company's Class _____ common stock.
Optionee hereby acknowledges that, to the extent Optionee is an
"affiliate" of the Company (as that term is defined by the Securities Act
of 1933), any Shares of the Company's common stock acquired by Optionee
as a result of Optionee's exercise of the Option pursuant to this Notice
are subject to certain trading restrictions under applicable securities
laws (including, particularly, Rule 144 of the Securities Act), all as
described in Section 13 of the Agreement, and Optionee hereby agrees to
comply with all such restrictions and to execute such documents or take
such other actions as the Company may require in connection with such
restrictions.
Executed this _____ day of _______________, _____.
OPTIONEE:
__________________________________________
Signature
__________________________________________
Print or Type Name
INTERFACE, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (hereinafter referred to as
the "Agreement"), made and entered into as of November 25, 1994,
by and between Interface, Inc., a corporation organized under the
laws of the State of Georgia (hereinafter referred to as the
"Corporation"), and David D. Oakey (hereinafter referred to as
the "Recipient").
W I T N E S S E T H:
WHEREAS, the Corporation desires to grant to the
Recipient a Stock Option to purchase shares of the Corporation's
Class A or B Common Stock (as the Corporation determines), $0.10
par value per share (the "Common Stock"), on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the
premises and the mutual agreements and covenants hereinafter set
forth, consulting services to be rendered by Recipient in
accordance with Corporation's instructions, and other good and
valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. GRANT OF OPTION. Subject to the terms and
conditions of this Agreement, the Corporation hereby grants to
the Recipient the right and option (the "Option") to purchase
twenty thousand (20,000) shares of the Common Stock (the "Option
Shares").
2. STOCK OPTION.
(a) OPTION PRICE. The purchase price of each share
of Common Stock subject to this Option shall be ten and five-
sixteenth dollars ($10.3125), which price represents a value not
less than the fair market value (meaning the closing sales price
on the NASDAQ national market system or such other principal
securities exchange on which the Common Stock may be listed) of
each such share as of the date of grant of this Option.
(b) EXERCISE OF OPTION. The Recipient may exercise
this Option in whole or in part and from time to time at any time
on or after the first anniversary of the date of this Agreement
and prior to 5:00 p.m. on the date which immediately precedes the
tenth anniversary of the date of this Agreement; subject,
however, to earlier termination as provided in subparagraph 2(f)
hereof and to the partial exercise provisions of subparagraph
2(c) immediately below. It is further provided that no partial
exercise of this Option may be made for less than 100 shares or,
if less than such number then remain available for purchase by
exercise of this Option, the number of such remaining shares.
(c) PARTIAL EXERCISE. This Option shall be
exercisable on or after the first anniversary of the date of this
Agreement only to the extent of: 4,000 of the Option Shares
before the expiration of two years from the date of this
<PAGE>
Agreement, 8,000 of the Option Shares before the expiration of
three years from the date of this Agreement, 12,000 of the Option
Shares before the expiration of four years from the date of this
Agreement and 16,000 of the Option Shares before the expiration
of five years from the date of this Agreement. During the sixth
year from the date of this Agreement, and at any time thereafter
until expiration of the term of this Option, this Option shall be
exercisable to the full extent of all 20,000 of the Option Shares
(subject to the provisions of subparagraphs 2(b) and 2(f)
hereof).
(d) MANNER OF EXERCISE. This Option may be
exercised by delivering written notice of exercise to the
Secretary of the Corporation, in person, or by mail, postage
prepaid, addressed to the attention of the Secretary of the
Corporation at the location at which the Corporation then
maintains its principal office (currently at 2859 Paces Ferry
Road, Suite 2000, Atlanta, Georgia 30339), and if so mailed, the
date of mailing will be considered the date of exercise. The
Corporation, in the event of exercise by an authorized person
other than the Recipient, may require proof of the right of such
person to exercise this Option. As promptly as practicable after
receipt by the Corporation of the aforementioned notice to
purchase and the full purchase price, the Corporation shall cause
to be issued to the person entitled to purchase the shares for
which this Option is exercised, stock certificate(s) for the
number of shares of Common Stock being purchased, which shall
evidence fully paid and nonassessable shares. The shares shall
be either Class A or Class B shares, or a combination thereof, as
determined by the Corporation at the time of issue.
(e) PERSON WHO MAY EXERCISE OPTION. During the
lifetime of the Recipient, this Option shall be exercisable only
by the Recipient, or if the Recipient is disabled, by his duly
appointed guardian or legal representative. Upon his or her
death, this Option may be exercised by the Recipient's legal
representative or by a person who receives the right to exercise
this Option under the Recipient's will or by the applicable laws
of descent and distribution.
(f) EARLIER TERMINATION OF OPTION. Notwithstanding
any other provision of this Agreement, this Option, to the extent
that it has not previously been exercised, shall terminate upon
the earliest to occur of: (i) the expiration of the term of this
Option as set forth in subparagraph 2(b) hereof, (ii) the
expiration of three (3) months after the earlier of the date on
which the Recipient ceases to provide to the Corporation the
services requested by it, or the date on which the Recipient has
been notified that his services no longer are needed by the
Corporation; or (iii) the expiration of one (1) year after the
death of the Recipient or such later time as may be approved by
the Compensation Committee of the Board of Directors of the
Corporation (the "Committee").
3. TRANSFERABILITY. This Agreement and any rights
hereunder shall be nontransferable and nonassignable by the
Recipient or by any other person entitled hereunder to exercise
any such rights and may not be pledged or hypothecated in any
way; provided, however, that upon the death of the Recipient any
rights granted hereunder shall be transferable, subject to the
provisions of subparagraph 2(f) hereof, by the Recipient's will
or by the applicable laws of descent and distribution. Any
-2-<PAGE>
attempted transfer, assignment, pledge or other disposition of
this Option contrary to the provisions hereof shall be null and
void and without legal effect.
4. ADJUSTMENT OF SHARES. In the event of (i) any
dividend payable in shares of Common stock; (ii) any recap-
italization, reclassification, split-up or consolidation of, or
other change in, the Common Stock; or (iii) an exchange of the
outstanding shares of Common stock, in connection with a merger,
consolidation or other reorganization of the Corporation or a
sale by the Corporation of all or a portion of its assets, for a
different number or class of shares of stock or other securities
of the Corporation or for shares of the stock or other securities
of any other corporation; then the Corporation shall, in such
manner as it shall determine in its sole discretion to be
appropriate under the circumstances, adjust the number and class
of the Option Shares or the number and class of shares or other
securities that shall then be subject to this Option and/or the
purchase price per share which must be paid thereafter upon
exercise of this Option.
5. INVESTMENT REPRESENTATION. The Recipient hereby
represents, warrants and agrees that:
(a) He understands the offer of shares under this
Agreement is made pursuant to a claim of exemption from the
registration provisions of the Securities Act of 1933, as amended
(the "Act") and applicable state securities law;
(b) The Corporation shall not be obligated to issue
shares of the Common Stock upon exercise of this Option until
there has been compliance with any federal, state or foreign laws
or regulations which the Corporation may deem applicable;
(c) The shares that shall be purchased under this
Agreement, if unregistered as referred to in subparagraph 5(d)
below, will be purchased for his own account for investment
purposes only and not with a view to resale or distribution
thereof;
(d) The shares subject to this Agreement may be
unregistered and, if so, will be required to be held until such
shares are subsequently registered or an exemption from
registration is then available;
(e) The Corporation is under no obligation to
register such shares or to undertake to facilitate compliance
with any such exemption; and
(f) The transfer agent for the Corporation may be
instructed not to transfer ownership of the stock certificate(s)
representing shares acquired upon any exercise of this Option,
unless in the prior written opinion of counsel reasonably
acceptable to the Corporation, such transfer is lawful under the
Act and applicable state securities law.
In regard to the foregoing, the Recipient understands
and agrees that the certificate(s) evidencing any shares that may
be purchased pursuant to the exercise of this Option which have
not been registered under the Act or any applicable state
securities law, may bear an appropriate restrictive legend in a
form determined in the sole discretion of the Corporation.
6. NO RIGHTS AS SHAREHOLDER. Neither the Recipient
nor any other person authorized to purchase Common Stock upon
-3-<PAGE>
exercise of this Option shall have any interest in or shareholder
rights with respect to any shares of the Common Stock which are
subject to this Option until such shares have been issued and
delivered to the Recipient or any such person pursuant to the
exercise of this Option.
7. HEIRS AND SUCCESSORS. This Agreement and all
terms and conditions hereof shall be binding upon the Corporation
and its successors and assigns, and upon Recipient and his heirs,
legatees and legal representatives.
8. MISCELLANEOUS. This Option is executed and
delivered in, and shall be governed by, the laws of the State of
Georgia. This Agreement may not be modified or amended (except
to the extent otherwise expressly stated herein) other than by a
writing executed by each of the parties hereto.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and the
Recipient has executed this Agreement, all as of the date and
year first above written.
INTERFACE, INC.
By: /s / Charles R. Eitel
Charles R. Eitel, Executive Vice President
RECIPIENT:
/s/ David D.Oakley
David D. Oakey
-4-<PAGE>
EXERCISE OF
STOCK OPTION
The undersigned option Recipient under that certain
Interface, Inc. Stock Option Agreement dated as of November 25,
1994 (the "Agreement"), hereby exercises the Stock Option granted
under the Agreement for the following number of shares of Common
Stock, subject to the terms and conditions of the Agreement:
====================================================================
Number of shares being purchased ________
Total purchase price submitted herewith $ _______
=====================================================================
------------------------
(Signature)
----------------------------------
(Print Name and Representative)
----------------------------------
Capacity, if Applicable)
----------------------
(Date)
INTERFACE, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (hereinafter referred to as
the "Agreement"), made and entered into as of April 24, 1995, by
and between Interface, Inc., a corporation organized under the
laws of the State of Georgia (hereinafter referred to as the
"Corporation"), and John Picard (hereinafter referred to as the
"Recipient").
W I T N E S S E T H:
WHEREAS, the Corporation desires to grant to the
Recipient a Stock Option to purchase shares of the Corporation's
Class A or B Common Stock (as the Corporation determines), $0.10
par value per share (the "Common Stock"), on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the
premises and the mutual agreements and covenants hereinafter set
forth, consulting services to be rendered by Recipient in
accordance with Corporation's instructions, and other good and
valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. GRANT OF OPTION. Subject to the terms and
conditions of this Agreement, the Corporation hereby grants to
the Recipient the right and option (the "Option") to purchase
five thousand (5,000) shares of the Common Stock (the "Option
Shares").
2. STOCK OPTION.
(a) OPTION PRICE. The purchase price of each share
of Common Stock subject to this Option shall be fourteen and
five-eighths dollars ($14.625), which price represents a value
not less than the fair market value (meaning the closing sales
price on the NASDAQ national market system or such other
principal securities exchange on which the Common Stock may be
listed) of each such share as of the date of grant of this
Option.
(b) EXERCISE OF OPTION. The Recipient may exercise
this Option in whole or in part and from time to time at any time
on or after the first anniversary of the date of this Agreement
and prior to 5:00 p.m. on the date which immediately precedes the
tenth anniversary of the date of this Agreement; subject,
however, to earlier termination as provided in subparagraph 2(f)
hereof and to the partial exercise provisions of subparagraph
2(c) immediately below. It is further provided that no partial
exercise of this Option may be made for less than 100 shares or,
if less than such number then remain available for purchase by
exercise of this Option, the number of such remaining shares.
<PAGE>
(c) PARTIAL EXERCISE. This Option shall be
exercisable on or after the first anniversary of the date of this
Agreement only to the extent of: 1,000 of the Option Shares
before the expiration of two years from the date of this
Agreement, 2,000 of the Option Shares before the expiration of
three years from the date of this Agreement, 3,000 of the Option
Shares before the expiration of four years from the date of this
Agreement and 4,000 of the Option Shares before the expiration of
five years from the date of this Agreement. During the sixth
year from the date of this Agreement, and at any time thereafter
until expiration of the term of this Option, this Option shall be
exercisable to the full extent of all 5,000 of the Option Shares
(subject to the provisions of subparagraphs 2(b) and 2(f)
hereof).
(d) MANNER OF EXERCISE. This Option may be
exercised by delivering written notice of exercise to the
Secretary of the Corporation, in person, or by mail, postage
prepaid, addressed to the attention of the Secretary of the
Corporation at the location at which the Corporation then
maintains its principal office (currently at 2859 Paces Ferry
Road, Suite 2000, Atlanta, Georgia 30339), and if so mailed, the
date of mailing will be considered the date of exercise. The
Corporation, in the event of exercise by an authorized person
other than the Recipient, may require proof of the right of such
person to exercise this Option. As promptly as practicable after
receipt by the Corporation of the aforementioned notice to
purchase and the full purchase price, the Corporation shall cause
to be issued to the person entitled to purchase the shares for
which this Option is exercised, stock certificate(s) for the
number of shares of Common Stock being purchased, which shall
evidence fully paid and nonassessable shares. The shares shall
be either Class A or Class B shares, or a combination thereof, as
determined by the Corporation at the time of issue.
(e) PERSON WHO MAY EXERCISE OPTION. During the
lifetime of the Recipient, this Option shall be exercisable only
by the Recipient, or if the Recipient is disabled, by his duly
appointed guardian or legal representative. Upon his or her
death, this Option may be exercised by the Recipient's legal
representative or by a person who receives the right to exercise
this Option under the Recipient's will or by the applicable laws
of descent and distribution.
(f) EARLIER TERMINATION OF OPTION. Notwithstanding
any other provision of this Agreement, this Option, to the extent
that it has not previously been exercised, shall terminate upon
the earliest to occur of: (i) the expiration of the term of this
Option as set forth in subparagraph 2(b) hereof, (ii) the
expiration of three (3) months after the earlier of the date on
which the Recipient has been notified that his services no longer
are needed, or he ceases to make his services available to the
Corporation; or (iii) the expiration of one (1) year after the
death of the Recipient or such later time as may be approved by
the Compensation Committee of the Board of Directors of the
Corporation (the "Committee").
3. TRANSFERABILITY. This Agreement and any rights
hereunder shall be nontransferable and nonassignable by the
Recipient or by any other person entitled hereunder to exercise
any such rights and may not be pledged or hypothecated in any
way; provided, however, that upon the death of the Recipient any
-2-<PAGE>
rights granted hereunder shall be transferable, subject to the
provisions of subparagraph 2(f) hereof, by the Recipient's will
or by the applicable laws of descent and distribution. Any
attempted transfer, assignment, pledge or other disposition of
this Option contrary to the provisions hereof shall be null and
void and without legal effect.
4. ADJUSTMENT OF SHARES. In the event of (i) any
dividend payable in shares of Common stock; (ii) any recap-
italization, reclassification, split-up or consolidation of, or
other change in, the Common Stock; or (iii) an exchange of the
outstanding shares of Common stock, in connection with a merger,
consolidation or other reorganization of the Corporation or a
sale by the Corporation of all or a portion of its assets, for a
different number or class of shares of stock or other securities
of the Corporation or for shares of the stock or other securities
of any other corporation; then the Corporation shall, in such
manner as it shall determine in its sole discretion to be
appropriate under the circumstances, adjust the number and class
of the Option Shares or the number and class of shares or other
securities that shall then be subject to this Option and/or the
purchase price per share which must be paid thereafter upon
exercise of this Option.
5. INVESTMENT REPRESENTATION. The Recipient hereby
represents, warrants and agrees that:
(a) He understands the offer of shares under this
Agreement is made pursuant to a claim of exemption from the
registration provisions of the Securities Act of 1933, as amended
(the "Act") and applicable state securities law;
(b) The Corporation shall not be obligated to issue
shares of the Common Stock upon exercise of this Option until
there has been compliance with any federal, state or foreign laws
or regulations which the Corporation may deem applicable;
(c) The shares that shall be purchased under this
Agreement, if unregistered as referred to in subparagraph 5(d)
below, will be purchased for his own account for investment
purposes only and not with a view to resale or distribution
thereof;
(d) The shares subject to this Agreement may be
unregistered and, if so, will be required to be held until such
shares are subsequently registered or an exemption from
registration is then available;
(e) The Corporation is under no obligation to
register such shares or to undertake to facilitate compliance
with any such exemption; and
(f) The transfer agent for the Corporation may be
instructed not to transfer ownership of the stock certificate(s)
representing shares acquired upon any exercise of this Option,
unless in the prior written opinion of counsel reasonably
acceptable to the Corporation, such transfer is lawful under the
Act and applicable state securities law.
In regard to the foregoing, the Recipient understands
and agrees that the certificate(s) evidencing any shares that may
be purchased pursuant to the exercise of this Option which have
not been registered under the Act or any applicable state
-3-<PAGE>
securities law, may bear an appropriate restrictive legend in a
form determined in the sole discretion of the Corporation.
6. NO RIGHTS AS SHAREHOLDER. Neither the Recipient
nor any other person authorized to purchase Common Stock upon
exercise of this Option shall have any interest in or shareholder
rights with respect to any shares of the Common Stock which are
subject to this Option until such shares have been issued and
delivered to the Recipient or any such person pursuant to the
exercise of this Option.
7. HEIRS AND SUCCESSORS. This Agreement and all
terms and conditions hereof shall be binding upon the Corporation
and its successors and assigns, and upon Recipient and his heirs,
legatees and legal representatives.
8. MISCELLANEOUS. This Option is executed and
delivered in, and shall be governed by, the laws of the State of
Georgia. This Agreement may not be modified or amended (except
to the extent otherwise expressly stated herein) other than by a
writing executed by each of the parties hereto.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and the
Recipient has executed this Agreement, all as of the date and
year first above written.
INTERFACE, INC.
By: /s/ Ray C. Anderson
Ray C. Anderson, President
RECIPIENT:
/s/ John Piccard
John Picard
-4-<PAGE>
EXERCISE OF
STOCK OPTION
The undersigned option Recipient under that certain
Interface, Inc. Stock Option Agreement dated as of April 24, 1995
(the "Agreement"), hereby exercises the Stock Option granted
under the Agreement for the following number of shares of Common
Stock, subject to the terms and conditions of the Agreement:
====================================================================
Number of shares being purchased ________
Total purchase price submitted herewith $ _______
=====================================================================
------------------------
(Signature)
----------------------------------
(Print Name and Representative)
----------------------------------
Capacity, if Applicable)
----------------------
(Date)
INTERFACE, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (hereinafter referred to as
the "Agreement"), made and entered into as of July 29, 1996, by
and between INTERFACE, INC., a corporation organized under the
laws of the State of Georgia (hereinafter referred to as the
"Corporation"), and FREDERICK S. SHEHADI, JR. (hereinafter
referred to as the "Recipient").
W I T N E S S E T H:
WHEREAS, the Corporation desires to grant to the
Recipient a Stock Option to purchase shares of the Corporation's
Class A Common Stock, $0.10 par value per share (the "Common
Stock"), on the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the
premises and the mutual agreements and covenants hereinafter set
forth, consulting services to be rendered by Recipient in
accordance with Corporation's instructions, and other good and
valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. GRANT OF OPTION. Subject to the terms and
conditions of this Agreement, the Corporation hereby grants to
the Recipient the right and option (the "Option") to purchase ten
thousand (10,000) shares of the Common Stock (the "Option
Shares").
2. STOCK OPTION.
(a) OPTION PRICE. The purchase price of each share
of Common Stock subject to this Option shall be fourteen and
five-eighth dollars ($14.625), which price represents a value not
less than the fair market value (meaning the closing sales price
on the NASDAQ national market system or such other principal
securities exchange on which the Common Stock may be listed) of
each such share as of the date of grant of this Option.
(b) EXERCISE OF OPTION. The Recipient may exercise
this Option in whole or in part and from time to time at any time
on or after the first anniversary of the date of this Agreement
and prior to 5:00 p.m. on the date which immediately precedes the
tenth anniversary of the date of this Agreement; subject,
however, to earlier termination as provided in subparagraph 2(e)
hereof. It is further provided that no partial exercise of this
Option may be made for less than 100 shares or, if less than such
number then remain available for purchase by exercise of this
Option, the number of such remaining shares.
(c) MANNER OF EXERCISE. This Option may be
exercised by delivering written notice of exercise to the
Secretary of the Corporation, in person, or by mail, postage
prepaid, addressed to the attention of the Secretary of the
<PAGE>
Corporation at the location at which the Corporation then
maintains its principal office (currently at 2859 Paces Ferry
Road, Suite 2000, Atlanta, Georgia 30339), and if so mailed, the
date of mailing will be considered the date of exercise. The
Corporation, in the event of exercise by an authorized person
other than the Recipient, may require proof of the right of such
person to exercise this Option. As promptly as practicable after
receipt by the Corporation of the aforementioned notice to
purchase and the full purchase price, the Corporation shall cause
to be issued to the person entitled to purchase the shares for
which this Option is exercised, stock certificate(s) for the
number of shares of Common Stock being purchased, which shall
evidence fully paid and nonassessable shares.
(d) PERSON WHO MAY EXERCISE OPTION. During the
lifetime of the Recipient, this Option shall be exercisable only
by the Recipient, or if the Recipient is disabled, by his duly
appointed guardian or legal representative. Upon his or her
death, this Option may be exercised by the Recipient's legal
representative or by a person who receives the right to exercise
this Option under the Recipient's will or by the applicable laws
of descent and distribution.
(e) EARLIER TERMINATION OF OPTION. Notwithstanding
any other provision of this Agreement, this Option, to the extent
that it has not previously been exercised, shall terminate upon
the earliest to occur of: (i) the expiration of the term of this
Option as set forth in subparagraph 2(b) hereof, or (ii) the
expiration of one (1) year after the death of the Recipient or
such later time as may be approved by the Compensation Committee
of the Board of Directors of the Corporation (the "Committee").
3. TRANSFERABILITY. This Agreement and any rights
hereunder shall be nontransferable and nonassignable by the
Recipient or by any other person entitled hereunder to exercise
any such rights and may not be pledged or hypothecated in any
way; provided, however, that upon the death of the Recipient any
rights granted hereunder shall be transferable, subject to the
provisions of subparagraph 2(e) hereof, by the Recipient's will
or by the applicable laws of descent and distribution. Any
attempted transfer, assignment, pledge or other disposition of
this Option contrary to the provisions hereof shall be null and
void and without legal effect.
4. ADJUSTMENT OF SHARES. In the event of (i) any
dividend payable in shares of Common stock; (ii) any recap-
italization, reclassification, split-up or consolidation of, or
other change in, the Common Stock; or (iii) an exchange of the
outstanding shares of Common stock, in connection with a merger,
consolidation or other reorganization of the Corporation or a
sale by the Corporation of all or a portion of its assets, for a
different number or class of shares of stock or other securities
of the Corporation or for shares of the stock or other securities
of any other corporation; then the Corporation shall, in such
manner as it shall determine in its sole discretion to be
appropriate under the circumstances, adjust the number and class
of the Option Shares or the number and class of shares or other
securities that shall then be subject to this Option and/or the
purchase price per share which must be paid thereafter upon
exercise of this Option.
5. INVESTMENT REPRESENTATION. The Recipient hereby
represents, warrants and agrees that:
-2-<PAGE>
(a) He understands the offer of shares under this
Agreement is made pursuant to a claim of exemption from the
registration provisions of the Securities Act of 1933, as amended
(the "Act") and applicable state securities law;
(b) The Corporation shall not be obligated to issue
shares of the Common Stock upon exercise of this Option unless
such issuance is lawful under any federal, state or foreign laws
or regulations which the Corporation may deem applicable to such
issuance, provided that the Corporation shall take all steps
reasonably necessary to cause the Corporation to be in compliance
with such laws or regulations;
(c) The shares that shall be purchased under this
Agreement, if unregistered as referred to in subparagraph 5(d)
below, will be purchased for his own account for investment
purposes only and not with a view to resale or distribution
thereof;
(d) The shares subject to this Agreement may be
unregistered and, if so, will be required to be held until such
shares are subsequently registered or an exemption from
registration is then available;
(e) The Corporation is under no obligation to
register such shares or to undertake to facilitate compliance
with any such exemption; and
(f) The transfer agent for the Corporation may be
instructed not to transfer ownership of the stock certificate(s)
representing shares acquired upon any exercise of this Option,
unless in the prior written opinion of counsel reasonably
acceptable to the Corporation, such transfer is lawful under the
Act and applicable state securities law.
In regard to the foregoing, the Recipient understands
and agrees that the certificate(s) evidencing any shares that may
be purchased pursuant to the exercise of this Option which have
not been registered under the Act or any applicable state
securities law, may bear an appropriate restrictive legend in a
form determined in the sole discretion of the Corporation.
6. NO RIGHTS AS SHAREHOLDER. Neither the Recipient
nor any other person authorized to purchase Common Stock upon
exercise of this Option shall have any interest in or shareholder
rights with respect to any shares of the Common Stock which are
subject to this Option until such shares have been issued and
delivered to the Recipient or any such person pursuant to the
exercise of this Option.
7. HEIRS AND SUCCESSORS. This Agreement and all
terms and conditions hereof shall be binding upon the Corporation
and its successors and assigns, and upon Recipient and his heirs,
legatees and legal representatives.
8. MISCELLANEOUS. This Option is executed and
delivered in, and shall be governed by, the laws of the State of
Georgia. This Agreement may not be modified or amended (except
to the extent otherwise expressly stated herein) other than by a
writing executed by each of the parties hereto.
-3-<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and the
Recipient has executed this Agreement, all as of the date and
year first above written.
INTERFACE, INC.
By: /s/ Ray C. Anderson
Ray C. Anderson, President
RECIPIENT:
/s/ Frederick S. Shehadi, Jr.
Frederick S. Shehadi, Jr.
-4-<PAGE>
EXERCISE OF
STOCK OPTION
The undersigned option Recipient under that certain
Interface, Inc. Stock Option Agreement dated as of July 29, 1996
(the "Agreement"), hereby exercises the Stock Option granted
under the Agreement for the following number of shares of Common
Stock, subject to the terms and conditions of the Agreement:
====================================================================
Number of shares being purchased ________
Total purchase price submitted herewith $ _______
=====================================================================
------------------------
(Signature)
----------------------------------
(Print Name and Representative)
----------------------------------
Capacity, if Applicable)
----------------------
(Date)
INTERFACE, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (hereinafter referred to as
the "Agreement"), made and entered into as of November 25, 1994,
by and between Interface, Inc., a corporation organized under the
laws of the State of Georgia (hereinafter referred to as the
"Corporation"), and Joseph Paul Zink, III (hereinafter referred
to as the "Recipient").
W I T N E S S E T H:
WHEREAS, the Corporation desires to grant to the
Recipient a Stock Option to purchase shares of the Corporation's
Class A or B Common Stock (as the Corporation determines), $0.10
par value per share (the "Common Stock"), on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the
premises and the mutual agreements and covenants hereinafter set
forth, consulting services to be rendered by Recipient in
accordance with Corporation's instructions, and other good and
valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. GRANT OF OPTION. Subject to the terms and
conditions of this Agreement, the Corporation hereby grants to
the Recipient the right and option (the "Option") to purchase
five thousand (10,000) shares of the Common Stock (the "Option
Shares").
2. STOCK OPTION.
(a) OPTION PRICE. The purchase price of each share
of Common Stock subject to this Option shall be ten and five-
sixteenth dollars ($10.3125), which price represents a value not
less than the fair market value (meaning the closing sales price
on the NASDAQ national market system or such other principal
securities exchange on which the Common Stock may be listed) of
each such share as of the date of grant of this Option.
(b) EXERCISE OF OPTION. The Recipient may exercise
this Option in whole or in part and from time to time at any time
on or after the first anniversary of the date of this Agreement
and prior to 5:00 p.m. on the date which immediately precedes the
tenth anniversary of the date of this Agreement; subject,
however, to earlier termination as provided in subparagraph 2(f)
hereof and to the partial exercise provisions of subparagraph
2(c) immediately below. It is further provided that no partial
exercise of this Option may be made for less than 100 shares or,
if less than such number then remain available for purchase by
exercise of this Option, the number of such remaining shares.
<PAGE>
(c) PARTIAL EXERCISE. This Option shall be
exercisable on or after the first anniversary of the date of this
Agreement only to the extent of: 2,000 of the Option Shares
before the expiration of two years from the date of this
Agreement, 4,000 of the Option Shares before the expiration of
three years from the date of this Agreement, 6,000 of the Option
Shares before the expiration of four years from the date of this
Agreement and 8,000 of the Option Shares before the expiration of
five years from the date of this Agreement. During the sixth
year from the date of this Agreement, and at any time thereafter
until expiration of the term of this Option, this Option shall be
exercisable to the full extent of all 10,000 of the Option Shares
(subject to the provisions of subparagraphs 2(b) and 2(f)
hereof).
(d) MANNER OF EXERCISE. This Option may be
exercised by delivering written notice of exercise to the
Secretary of the Corporation, in person, or by mail, postage
prepaid, addressed to the attention of the Secretary of the
Corporation at the location at which the Corporation then
maintains its principal office (currently at 2859 Paces Ferry
Road, Suite 2000, Atlanta, Georgia 30339), and if so mailed, the
date of mailing will be considered the date of exercise. The
Corporation, in the event of exercise by an authorized person
other than the Recipient, may require proof of the right of such
person to exercise this Option. As promptly as practicable after
receipt by the Corporation of the aforementioned notice to
purchase and the full purchase price, the Corporation shall cause
to be issued to the person entitled to purchase the shares for
which this Option is exercised, stock certificate(s) for the
number of shares of Common Stock being purchased, which shall
evidence fully paid and nonassessable shares. The shares shall
be either Class A or Class B shares, or a combination thereof, as
determined by the Corporation at the time of issue.
(e) PERSON WHO MAY EXERCISE OPTION. During the
lifetime of the Recipient, this Option shall be exercisable only
by the Recipient, or if the Recipient is disabled, by his duly
appointed guardian or legal representative. Upon his or her
death, this Option may be exercised by the Recipient's legal
representative or by a person who receives the right to exercise
this Option under the Recipient's will or by the applicable laws
of descent and distribution.
(f) EARLIER TERMINATION OF OPTION. Notwithstanding
any other provision of this Agreement, this Option, to the extent
that it has not previously been exercised, shall terminate upon
the earliest to occur of: (i) the expiration of the term of this
Option as set forth in subparagraph 2(b) hereof, (ii) the
expiration of three (3) months after the earlier of the date on
which the Recipient has been notified that his services no longer
are needed, or he ceases to make his services available to the
Corporation; or (iii) the expiration of one (1) year after the
death of the Recipient or such later time as may be approved by
the Compensation Committee of the Board of Directors of the
Corporation (the "Committee").
3. TRANSFERABILITY. This Agreement and any rights
hereunder shall be nontransferable and nonassignable by the
Recipient or by any other person entitled hereunder to exercise
any such rights and may not be pledged or hypothecated in any
way; provided, however, that upon the death of the Recipient any
-2-<PAGE>
rights granted hereunder shall be transferable, subject to the
provisions of subparagraph 2(f) hereof, by the Recipient's will
or by the applicable laws of descent and distribution. Any
attempted transfer, assignment, pledge or other disposition of
this Option contrary to the provisions hereof shall be null and
void and without legal effect.
4. ADJUSTMENT OF SHARES. In the event of (i) any
dividend payable in shares of Common stock; (ii) any recap-
italization, reclassification, split-up or consolidation of, or
other change in, the Common Stock; or (iii) an exchange of the
outstanding shares of Common stock, in connection with a merger,
consolidation or other reorganization of the Corporation or a
sale by the Corporation of all or a portion of its assets, for a
different number or class of shares of stock or other securities
of the Corporation or for shares of the stock or other securities
of any other corporation; then the Corporation shall, in such
manner as it shall determine in its sole discretion to be
appropriate under the circumstances, adjust the number and class
of the Option Shares or the number and class of shares or other
securities that shall then be subject to this Option and/or the
purchase price per share which must be paid thereafter upon
exercise of this Option.
5. INVESTMENT REPRESENTATION. The Recipient hereby
represents, warrants and agrees that:
(a) He understands the offer of shares under this
Agreement is made pursuant to a claim of exemption from the
registration provisions of the Securities Act of 1933, as amended
(the "Act") and applicable state securities law;
(b) The Corporation shall not be obligated to issue
shares of the Common Stock upon exercise of this Option until
there has been compliance with any federal, state or foreign laws
or regulations which the Corporation may deem applicable;
(c) The shares that shall be purchased under this
Agreement, if unregistered as referred to in subparagraph 5(d)
below, will be purchased for his own account for investment
purposes only and not with a view to resale or distribution
thereof;
(d) The shares subject to this Agreement may be
unregistered and, if so, will be required to be held until such
shares are subsequently registered or an exemption from
registration is then available;
(e) The Corporation is under no obligation to
register such shares or to undertake to facilitate compliance
with any such exemption; and
(f) The transfer agent for the Corporation may be
instructed not to transfer ownership of the stock certificate(s)
representing shares acquired upon any exercise of this Option,
unless in the prior written opinion of counsel reasonably
acceptable to the Corporation, such transfer is lawful under the
Act and applicable state securities law.
In regard to the foregoing, the Recipient understands
and agrees that the certificate(s) evidencing any shares that may
be purchased pursuant to the exercise of this Option which have
-3-<PAGE>
not been registered under the Act or any applicable state
securities law, may bear an appropriate restrictive legend in a
form determined in the sole discretion of the Corporation.
6. NO RIGHTS AS SHAREHOLDER. Neither the Recipient
nor any other person authorized to purchase Common Stock upon
exercise of this Option shall have any interest in or shareholder
rights with respect to any shares of the Common Stock which are
subject to this Option until such shares have been issued and
delivered to the Recipient or any such person pursuant to the
exercise of this Option.
7. HEIRS AND SUCCESSORS. This Agreement and all
terms and conditions hereof shall be binding upon the Corporation
and its successors and assigns, and upon Recipient and his heirs,
legatees and legal representatives.
8. MISCELLANEOUS. This Option is executed and
delivered in, and shall be governed by, the laws of the State of
Georgia. This Agreement may not be modified or amended (except
to the extent otherwise expressly stated herein) other than by a
writing executed by each of the parties hereto.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and the
Recipient has executed this Agreement, all as of the date and
year first above written.
INTERFACE, INC.
By: /s/ Ray C. Anderson
Ray C. Anderson, President
RECIPIENT:
/s/ Joseph Paul Zink, III
Joseph Paul Zink, III
-4-<PAGE>
EXERCISE OF
STOCK OPTION
The undersigned option Recipient under that certain
Interface, Inc. Stock Option Agreement dated as of November 25,
1994 (the "Agreement"), hereby exercises the Stock Option granted
under the Agreement for the following number of shares of Common
Stock, subject to the terms and conditions of the Agreement:
====================================================================
Number of shares being purchased ________
Total purchase price submitted herewith $ _______
=====================================================================
------------------------
(Signature)
----------------------------------
(Print Name and Representative)
----------------------------------
Capacity, if Applicable)
----------------------
(Date)
INTERFACE, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (hereinafter referred to as
the "Agreement"), made and entered into as of August 14, 1995, by
and between Interface, Inc., a corporation organized under the
laws of the State of Georgia (hereinafter referred to as the
"Corporation"), and Joseph Paul Zink, III (hereinafter referred
to as the "Recipient").
W I T N E S S E T H:
WHEREAS, the Corporation desires to grant to the
Recipient a Stock Option to purchase shares of the Corporation's
Class A or B Common Stock (as the Corporation determines), $0.10
par value per share (the "Common Stock"), on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the
premises and the mutual agreements and covenants hereinafter set
forth, consulting services to be rendered by Recipient in
accordance with Corporation's instructions, and other good and
valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. GRANT OF OPTION. Subject to the terms and
conditions of this Agreement, the Corporation hereby grants to
the Recipient the right and option (the "Option") to purchase ten
thousand (10,000) shares of the Common Stock (the "Option
Shares").
2. STOCK OPTION.
(a) OPTION PRICE. The purchase price of each share
of Common Stock subject to this Option shall be fourteen and
three-fourth dollars ($14.75), which price represents a value not
less than the fair market value (meaning the closing sales price
on the NASDAQ national market system or such other principal
securities exchange on which the Common Stock may be listed) of
each such share as of the date of grant of this Option.
(b) EXERCISE OF OPTION. The Recipient may exercise
this Option in whole or in part and from time to time at any time
on or after the first anniversary of the date of this Agreement
and prior to 5:00 p.m. on the date which immediately precedes the
tenth anniversary of the date of this Agreement; subject,
however, to earlier termination as provided in subparagraph 2(f)
hereof and to the partial exercise provisions of subparagraph
2(c) immediately below. It is further provided that no partial
exercise of this Option may be made for less than 100 shares or,
if less than such number then remain available for purchase by
exercise of this Option, the number of such remaining shares.
<PAGE>
(c) PARTIAL EXERCISE. This Option shall be
exercisable on or after the first anniversary of the date of this
Agreement only to the extent of: 2,000 of the Option Shares
before the expiration of two years from the date of this
Agreement, 4,000 of the Option Shares before the expiration of
three years from the date of this Agreement, 6,000 of the Option
Shares before the expiration of four years from the date of this
Agreement and 8,000 of the Option Shares before the expiration of
five years from the date of this Agreement. During the sixth
year from the date of this Agreement, and at any time thereafter
until expiration of the term of this Option, this Option shall be
exercisable to the full extent of all 10,000 of the Option Shares
(subject to the provisions of subparagraphs 2(b) and 2(f)
hereof).
(d) MANNER OF EXERCISE. This Option may be
exercised by delivering written notice of exercise to the
Secretary of the Corporation, in person, or by mail, postage
prepaid, addressed to the attention of the Secretary of the
Corporation at the location at which the Corporation then
maintains its principal office (currently at 2859 Paces Ferry
Road, Suite 2000, Atlanta, Georgia 30339), and if so mailed, the
date of mailing will be considered the date of exercise. The
Corporation, in the event of exercise by an authorized person
other than the Recipient, may require proof of the right of such
person to exercise this Option. As promptly as practicable after
receipt by the Corporation of the aforementioned notice to
purchase and the full purchase price, the Corporation shall cause
to be issued to the person entitled to purchase the shares for
which this Option is exercised, stock certificate(s) for the
number of shares of Common Stock being purchased, which shall
evidence fully paid and nonassessable shares. The shares shall
be either Class A or Class B shares, or a combination thereof, as
determined by the Corporation at the time of issue.
(e) PERSON WHO MAY EXERCISE OPTION. During the
lifetime of the Recipient, this Option shall be exercisable only
by the Recipient, or if the Recipient is disabled, by his duly
appointed guardian or legal representative. Upon his or her
death, this Option may be exercised by the Recipient's legal
representative or by a person who receives the right to exercise
this Option under the Recipient's will or by the applicable laws
of descent and distribution.
(f) EARLIER TERMINATION OF OPTION. Notwithstanding
any other provision of this Agreement, this Option, to the extent
that it has not previously been exercised, shall terminate upon
the earliest to occur of: (i) the expiration of the term of this
Option as set forth in subparagraph 2(b) hereof, (ii) the
expiration of three (3) months after the earlier of the date on
which the Recipient has been notified that his services no longer
are needed, or he ceases to make his services available to the
Corporation; or (iii) the expiration of one (1) year after the
death of the Recipient or such later time as may be approved by
the Compensation Committee of the Board of Directors of the
Corporation (the "Committee").
3. TRANSFERABILITY. This Agreement and any rights
hereunder shall be nontransferable and nonassignable by the
Recipient or by any other person entitled hereunder to exercise
any such rights and may not be pledged or hypothecated in any
-2-<PAGE>
way; provided, however, that upon the death of the Recipient any
rights granted hereunder shall be transferable, subject to the
provisions of subparagraph 2(f) hereof, by the Recipient's will
or by the applicable laws of descent and distribution. Any
attempted transfer, assignment, pledge or other disposition of
this Option contrary to the provisions hereof shall be null and
void and without legal effect.
4. ADJUSTMENT OF SHARES. In the event of (i) any
dividend payable in shares of Common stock; (ii) any recap-
italization, reclassification, split-up or consolidation of, or
other change in, the Common Stock; or (iii) an exchange of the
outstanding shares of Common stock, in connection with a merger,
consolidation or other reorganization of the Corporation or a
sale by the Corporation of all or a portion of its assets, for a
different number or class of shares of stock or other securities
of the Corporation or for shares of the stock or other securities
of any other corporation; then the Corporation shall, in such
manner as it shall determine in its sole discretion to be
appropriate under the circumstances, adjust the number and class
of the Option Shares or the number and class of shares or other
securities that shall then be subject to this Option and/or the
purchase price per share which must be paid thereafter upon
exercise of this Option.
5. INVESTMENT REPRESENTATION. The Recipient hereby
represents, warrants and agrees that:
(a) He understands the offer of shares under this
Agreement is made pursuant to a claim of exemption from the
registration provisions of the Securities Act of 1933, as amended
(the "Act") and applicable state securities law;
(b) The Corporation shall not be obligated to issue
shares of the Common Stock upon exercise of this Option until
there has been compliance with any federal, state or foreign laws
or regulations which the Corporation may deem applicable;
(c) The shares that shall be purchased under this
Agreement, if unregistered as referred to in subparagraph 5(d)
below, will be purchased for his own account for investment
purposes only and not with a view to resale or distribution
thereof;
(d) The shares subject to this Agreement may be
unregistered and, if so, will be required to be held until such
shares are subsequently registered or an exemption from
registration is then available;
(e) The Corporation is under no obligation to
register such shares or to undertake to facilitate compliance
with any such exemption; and
(f) The transfer agent for the Corporation may be
instructed not to transfer ownership of the stock certificate(s)
representing shares acquired upon any exercise of this Option,
unless in the prior written opinion of counsel reasonably
acceptable to the Corporation, such transfer is lawful under the
Act and applicable state securities law.
In regard to the foregoing, the Recipient understands
and agrees that the certificate(s) evidencing any shares that may
be purchased pursuant to the exercise of this Option which have
-3-<PAGE>
not been registered under the Act or any applicable state
securities law, may bear an appropriate restrictive legend in a
form determined in the sole discretion of the Corporation.
6. NO RIGHTS AS SHAREHOLDER. Neither the Recipient
nor any other person authorized to purchase Common Stock upon
exercise of this Option shall have any interest in or shareholder
rights with respect to any shares of the Common Stock which are
subject to this Option until such shares have been issued and
delivered to the Recipient or any such person pursuant to the
exercise of this Option.
7. HEIRS AND SUCCESSORS. This Agreement and all
terms and conditions hereof shall be binding upon the Corporation
and its successors and assigns, and upon Recipient and his heirs,
legatees and legal representatives.
8. MISCELLANEOUS. This Option is executed and
delivered in, and shall be governed by, the laws of the State of
Georgia. This Agreement may not be modified or amended (except
to the extent otherwise expressly stated herein) other than by a
writing executed by each of the parties hereto.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and the
Recipient has executed this Agreement, all as of the date and
year first above written.
INTERFACE, INC.
By: /s/ Ray C. Anderson
Ray C. Anderson, President
RECIPIENT:
/s/ Joseph Paul Zink, III
Joseph Paul Zink, III
-4-<PAGE>
EXERCISE OF
STOCK OPTION
The undersigned option Recipient under that certain
Interface, Inc. Stock Option Agreement dated as of August 14,
1995 (the "Agreement"), hereby exercises the Stock Option granted
under the Agreement for the following number of shares of Common
Stock, subject to the terms and conditions of the Agreement:
====================================================================
Number of shares being purchased ________
Total purchase price submitted herewith $ _______
=====================================================================
------------------------
(Signature)
----------------------------------
(Print Name and Representative)
----------------------------------
Capacity, if Applicable)
----------------------
(Date)
