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. NONQUALIFIED SAVINGS PLAN
-----------------------------------------
(Full Title of the Plan)
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>
Deferred Compensation $20,000,000 <F2> 100% $20,000,000 <F2> $6,061
Obligations <F1>
- --------------------------------------------------------------------------------------------------------------
<FN>
<F1> The Deferred Compensation Obligations are unsecured
obligations of Interface, Inc. to pay deferred compensation in
the future in accordance with the terms of the Interface, Inc.
Nonqualified Savings Plan.
<F2> Pursuant to Rule 416(c) promulgated under the Securities
Act of 1933, as amended, this registration statement covers an
indeterminate amount of Deferred Compensation Obligations to be
created and offered or sold pursuant to the employee benefit
plan described herein. The maximum aggregate offering price is
based upon an estimate, solely for the purpose of computing the
registration fee.
</FN>
</TABLE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participating employees as
specified by Rule 428(b)(1) promulgated under the Securities Act
of 1933, as amended. Such document(s) and the documents
incorporated by reference herein pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as
amended.
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
Under the Interface, Inc. Nonqualified Savings Plan (the
"Plan"), the Company will provide eligible employees the
opportunity to enter into agreements for the deferral of a
specified percentage of their compensation, as defined in the Plan
("Compensation"). The obligations of the Company under such agreements
to pay the deferred compensation in the future in accordance with the
terms of the Plan (the "Obligations") will be unsecured general obligations
of the Company. The Plan is unfunded, and Participants have no
right, interest or claim in the assets of the Company, except as
unsecured general creditors. However, the Company intends, but
is not presently required, to set up a so-called "Rabbi Trust" to
hold, invest and reinvest deferrals and contributions under the
Plan. If a change in control of the Company occurs, as defined
in the Plan, the Company will contribute an amount to the Rabbi
Trust sufficient to pay the Obligations owed to each Participant.
The description of the terms and conditions of the
Obligations in this Item 4 is qualified by reference to the Plan,
which is filed as Exhibit 4 to this Registration Statement and
incorporated herein by reference.
The amount of compensation to be deferred by each
participating employee (a "Participant") will be determined in
accordance with the Plan based on elections by the Participant.
The Company will make a 50% matching contribution with respect to
deferrals under the Plan. The maximum matching contribution any
Participant may receive is 2% of the Participant's Compensation.
Notwithstanding the foregoing, the amount of a Participant's matching
contributions will be reduced by the amount of matching contributions
made to the Participants under the applicable Company 401(k) Plan, so
that the total matching contributions under both plans will be 2% of
the Participant's compensation. Each Obligation will be payable upon
termination of a Participant's employment with the Company, a specific
date selected by the Participant, or the Participant's death, in
accordance with the terms of the Plan.
The Obligations will earn interest at the greater of (a) the rate
established by the Administrative Committee of the Company's Board of
Directors or (b) the rate announced by Wachovia Bank of North Carolina, N.A.
as its prime rate at the beginning of the fourth quarter of the
previous Plan Year minus 2%; provided, however, that for the 1997
and 1998 Plan Years, the interest rate will be 8%. The amount of
the Company's Obligation to each Participant will be adjusted to
reflect the investment experience of the selected rate, including
any appreciation or depreciation. The Obligations will be
denominated and payable in United States dollars.
Neither a Participant nor any other person may assign,
alienate, sell, seize, sequester, transfer, pledge, or encumber
his or her interest in the Obligations prior to actual payment of
deferred compensation, except by will or by the laws of descent
and distribution and only to the extent permitted under the Plan.
A Participant's interest in the Obligations is not subject
to redemption, in whole or in part, prior to the individual
payment dates specified by the Participant, either at the option
of the Company or through operation of a mandatory or optional
sinking fund or analogous provision. However, the Company
reserves the right in its sole discretion to amend, suspend or
terminate the Plan at any time, except that no such action shall
reduce the amount already credited in a Participant's Account
without the consent of the person affected.
The Obligations are not convertible into another security of
the Company. The Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on
the part of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the validity of the
Obligations being registered hereby will be passed upon for the
Company by Kilpatrick Stockton LLP in its capacity as counsel to
the Registrant. Certain partners of Kilpatrick Stockton LLP own
shares of the common stock of the Registrant.
<PAGE>
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
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:
<PAGE>
Exhibit Number Description
- -------------- -----------
4 Interface, Inc. Nonqualified Savings
Plan
5 Opinion of Counsel to Registrant
23(a) Consent of Counsel to Registrant (see
Exhibit 5)
23(b) Consent of BDO Seidman, LLP
24 Power of Attorney (See Signature Page)
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.
(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
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
4 Text of the Interface, Inc.
Nonqualified Savings Plan
5 Opinion of Counsel to Registrant
23(a) Consent of Counsel to Registrant
(see Exhibit 5)
23(b) Consent of BDO Seidman, LLP
24 Power of Attorney (See Signature
Page)
INTERFACE, INC.
NONQUALIFIED SAVINGS PLAN<PAGE>
INTERFACE, INC.
NONQUALIFIED SAVINGS PLAN
Effective as of the 1st day of November, 1997, Interface, Inc. (the
"Controlling Company") hereby establishes the Interface, Inc.
Nonqualified Savings Plan (the "Plan").
BACKGROUND AND PURPOSE
A. Goal. The Controlling Company desires to provide its
designated key management and highly compensated employees (and those of
its affiliated companies that participate in the Plan) with an
opportunity (i) to defer the receipt and income taxation of a portion of
such employees' annual compensation, and (ii) to receive, on a deferred
basis, matching contributions made with respect to at least a portion of
such employees own deferrals.
B. Coordination with 401(k) Plan. The Plan is intended to allow
eligible employees to maximize the retirement benefits they otherwise
would be able to attain under the Controlling Company's 401(k) plan (or
the 401(k) plan of a participating affiliate company), but for the limits
on contributions and benefits applicable to such plan under the Internal
Revenue Code of 1986, as amended (the "Code"); including, without
limitation, the maximum limits on compensation, employee deferrals and
allocations (under Code Sections 401(a)(17), 402(g) and 415,
respectively); and the discrimination testing limits (under Code Sections
401(k) and 401(m)).
C. Purpose. The purpose of the Plan document is to set forth the
terms and conditions pursuant to which these deferrals may be made and to
describe the nature and extent of the employees' rights to their deferred
amounts.
D. Type of Plan. The Plan constitutes an unfunded, nonqualified
deferred compensation plan that benefits certain designated employees who
are within a select group of key management or highly compensated
employees.
STATEMENT OF AGREEMENT
To establish the Plan with the purposes and goals as hereinabove
described, the Controlling Company hereby sets forth the terms and
provisions as follows:<PAGE>
INTERFACE, INC.
NONQUALIFIED SAVINGS PLAN
TABLE OF CONTENTS
Page
ARTICLE IDEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Account . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Administrative Committee . . . . . . . . . . . . . . . . . . 1
1.3 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4 Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.5 Cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.6 Change in Control . . . . . . . . . . . . . . . . . . . . . . 1
1.7 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.8 Compensation . . . . . . . . . . . . . . . . . . . . . . . . 2
1.9 Controlled Group . . . . . . . . . . . . . . . . . . . . . . 2
1.10 Controlling Company . . . . . . . . . . . . . . . . . . . . . 2
1.11 Deferral Contributions . . . . . . . . . . . . . . . . . . . 2
1.12 Deferral Election . . . . . . . . . . . . . . . . . . . . . . 2
1.13 Disability or Disabled . . . . . . . . . . . . . . . . . 3
1.14 Discretionary Contributions . . . . . . . . . . . . . . . . . 3
1.15 Effective Date . . . . . . . . . . . . . . . . . . . . . . . 3
1.16 Eligible Employee . . . . . . . . . . . . . . . . . . . . . . 3
1.17 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.18 Financial Hardship . . . . . . . . . . . . . . . . . . . . . 3
1.19 Guilford Plan . . . . . . . . . . . . . . . . . . . . . . . . 4
1.20 Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . 4
1.21 Involuntary Termination . . . . . . . . . . . . . . . . . . . 4
1.22 Matching Contributions . . . . . . . . . . . . . . . . . . . 4
1.23 Participant . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.24 Participating Company . . . . . . . . . . . . . . . . . . . . 4
1.25 Permitted Holders . . . . . . . . . . . . . . . . . . . . . . 4
1.26 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.27 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.28 Savings and Investment Plan . . . . . . . . . . . . . . . . . 5
1.29 Surviving Spouse . . . . . . . . . . . . . . . . . . . . . . 5
1.30 Trust or Trust Agreement . . . . . . . . . . . . . . . . . . 5
1.31 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.32 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.33 Valuation Date . . . . . . . . . . . . . . . . . . . . . . . 5
1.34 Voluntary Termination . . . . . . . . . . . . . . . . . . . . 5
1.35 Voting Stock . . . . . . . . . . . . . . . . . . . . . . . . 5
1.36 Year of Service . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE IIELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . 7
2.1 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . 7
(a) Annual Participation . . . . . . . . . . . . . . . . . . 7
(b) Interim Plan Year Participation . . . . . . . . . . . . 7
2.2 Procedure for Admission . . . . . . . . . . . . . . . . . . . 7
2.3 Cessation of Eligibility . . . . . . . . . . . . . . . . . . 8
(a) Decrease in 401(k) Plan Contributions . . . . . . . . . 8
(b) Cessation of Eligible Status . . . . . . . . . . . . . . 8
(c) Inactive Participant Status . . . . . . . . . . . . . . 8
i<PAGE>
Page
ARTICLE IIIPARTICIPANTS' ACCOUNTS; DEFERRALS AND CREDITING . . . . . . 9
3.1 Participants' Accounts . . . . . . . . . . . . . . . . . . . 9
(a) Establishment of Accounts . . . . . . . . . . . . . . . 9
(b) Nature of Contributions and Accounts . . . . . . . . . . 9
(c) Several Liabilities . . . . . . . . . . . . . . . . . . 9
(d) General Creditors . . . . . . . . . . . . . . . . . . . 9
3.2 Deferral Contributions . . . . . . . . . . . . . . . . . . . 9
(a) Effective Date . . . . . . . . . . . . . . . . . . . . 10
(i) Initial Deferral Election . . . . . . . . . . . . 10
(ii) Subsequent Deferral Election . . . . . . . . . . 10
(b) Term . . . . . . . . . . . . . . . . . . . . . . . . . 10
(c) Amount . . . . . . . . . . . . . . . . . . . . . . . . 10
(d) Revocation . . . . . . . . . . . . . . . . . . . . . . 10
(e) Crediting of Deferred Compensation . . . . . . . . . . 11
3.3 Matching Contributions . . . . . . . . . . . . . . . . . . 11
(a) Amount . . . . . . . . . . . . . . . . . . . . . . . . 11
(b) Time of Crediting . . . . . . . . . . . . . . . . . . 11
3.4 Discretionary Contributions . . . . . . . . . . . . . . . . 11
3.5 Debiting of Distributions . . . . . . . . . . . . . . . . . 12
3.6 Crediting of Earnings . . . . . . . . . . . . . . . . . . . 12
(a) Deferral Contributions . . . . . . . . . . . . . . . . 12
(i) Amount Invested . . . . . . . . . . . . . . . . . 12
(ii) Determination of Amount . . . . . . . . . . 12
(b) Matching and Discretionary Contributions . . . . . . . 12
(i) Amount Invested . . . . . . . . . . . . . . . . . 12
(ii) Determination of Amount . . . . . . . . . . 13
3.7 Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(a) General . . . . . . . . . . . . . . . . . . . . . . . 13
(b) Change in Control . . . . . . . . . . . . . . . . . . 13
3.8 Notice to Participants of Account Balances . . . . . . . . 14
3.9 Good Faith Valuation Binding . . . . . . . . . . . . . . . 14
3.10 Errors and Omissions in Accounts . . . . . . . . . . . . . 14
ARTICLE IVPAYMENT OF ACCOUNT BALANCES . . . . . . . . . . . . . . . . 15
4.1 Benefit Payments Upon Termination of Service for
Reasons Other Than Death . . . . . . . . . . . . . . . . . 15
(a) General Rule Concerning Benefit Payments . . . . . . . 15
(b) Timing of Distribution . . . . . . . . . . . . . . . . 15
4.2 Form of Distribution . . . . . . . . . . . . . . . . . . . 16
(a) Single-Sum Payment . . . . . . . . . . . . . . . . . . 16
(b) Annual Installments . . . . . . . . . . . . . . . . . 16
4.3 Death Benefits . . . . . . . . . . . . . . . . . . . . . . 17
4.4 Hardship Distributions . . . . . . . . . . . . . . . . . . 17
4.5 Beneficiary Designation . . . . . . . . . . . . . . . . . . 17
(a) General . . . . . . . . . . . . . . . . . . . . . . . 17
(b) No Designation or Designee Dead or Missing . . . . . . 17
4.6 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE VCLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.1 Claims . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(a) Initial Claim . . . . . . . . . . . . . . . . . . . . 19
ii<PAGE>
Page
(b) Appeal . . . . . . . . . . . . . . . . . . . . . . . . 19
(c) Satisfaction of Claims . . . . . . . . . . . . . . . . 19
ARTICLE VISOURCE OF FUNDS; TRUST . . . . . . . . . . . . . . . . . . 20
6.1 Source of Funds . . . . . . . . . . . . . . . . . . . . . . 20
6.2 Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(a) Establishment . . . . . . . . . . . . . . . . . . . . 20
(b) Distributions . . . . . . . . . . . . . . . . . . . . 20
(c) Status of the Trust . . . . . . . . . . . . . . . . . 20
(d) Change in Control . . . . . . . . . . . . . . . . . . 20
ARTICLE VIIADMINISTRATIVE COMMITTEE . . . . . . . . . . . . . . . . . 22
7.1 Action . . . . . . . . . . . . . . . . . . . . . . . . . . 22
7.2 Rights and Duties . . . . . . . . . . . . . . . . . . . . . 22
7.3 Compensation, Indemnity and Liability . . . . . . . . . . . 23
ARTICLE VIIIAMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . 24
8.1 Amendments . . . . . . . . . . . . . . . . . . . . . . . . 24
8.2 Termination of Plan . . . . . . . . . . . . . . . . . . . . 24
ARTICLE IXMISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 25
9.1 Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . 25
9.2 No Employment Contract . . . . . . . . . . . . . . . . . . 25
9.3 Headings . . . . . . . . . . . . . . . . . . . . . . . . . 25
9.4 Gender and Number . . . . . . . . . . . . . . . . . . . . . 25
9.5 Assigent of Benefits . . . . . . . . . . . . . . . . . . . 25
9.6 Legally Incompetent . . . . . . . . . . . . . . . . . . . . 25
9.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . 26
iii<PAGE>
ARTICLE I
DEFINITIONS
For purposes of the Plan, the following terms, when used
with an initial capital letter, shall have the meaning set forth
below unless a different meaning plainly is required by the
context.
1.1 ACCOUNT shall mean, with respect to a Participant or
Beneficiary, the total dollar amount or value evidenced by the
last balance posted in accordance with the terms of the Plan to
the account record established for such Participant or
Beneficiary.
1.2 ADMINISTRATIVE COMMITTEE shall mean the administrative
committee of the Savings and Investment Plan, or such other
committee as shall be appointed by the Board, which shall act on
behalf of the Controlling Company to administer the Plan, all as
provided in Article VIII.
1.3 BENEFICIARY shall mean, with respect to a Participant,
the person(s) designated in accordance with Section 4.5 to
receive any death benefits that may be payable under the Plan
upon the death of the Participant.
1.4 BOARD shall mean the Board of Directors of the
Controlling Company.
1.5 CAUSE shall mean (i) an act that constitutes, on the
part of a Participant, (A) fraud, dishonesty, gross negligence,
or willful misconduct and (B) that directly results in material
injury to the Controlling Company or any member of the Controlled
Group, or (ii) the Participant's conviction of a felony or other
crime involving moral turpitude. A termination of the
Participant shall not be considered a termination for Cause based
on clause (i) of the preceding sentence unless, at least 30 days
before such termination is effective, the Participating Company
gives written notice of such termination to the Participant
specifying the conduct deemed to qualify as Cause, and the
Participating Company gives the Participant at least 30 days to
remedy the events or circumstances constituting Cause to the
reasonable satisfaction of the Controlling Company. A
termination for Cause based on clause (ii) above shall take
effect immediately upon the Controlling Company's delivery of the
termination notice.
1.6 CHANGE IN CONTROL shall mean and be deemed to occur on
the earliest of, and upon any subsequent occurrence of, the
following:
(a) During such period as the holders of the
Controlling Company's Class B common stock are entitled to elect
a majority of the Controlling Company's Board of Directors, the
Permitted Holders shall at any time fail to be the "beneficial
owners" (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934) of a majority of the issued and outstanding
shares of the Controlling Company's Class B common stock;
(b) At any time during which the holders of the
Controlling Company's Class B common stock have ceased to be
entitled to elect a majority of the Controlling Company's Board
of Directors, the acquisition by any "person", "entity", or
"group" of "beneficial ownership" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
and rules promulgated thereunder) of more than 30 percent of the
Voting Stock;
(c) The effective time of (i) a merger, consolidation
or other business combination of the Controlling Company with one
or more corporations as a result of which the holders of the
outstanding Voting Stock of the Controlling Company immediately
prior to such merger or consolidation hold less than 70 percent
of the Voting Stock of the surviving or resulting corporation, or
(ii) a transfer of all or substantially all of the property or
assets of the Controlling Company other than to an entity of
which the Controlling Company owns at least 70 percent of the
Voting Stock, or (iii) a plan of complete liquidation of the
Controlling Company; and
(d) The election to the Board of Directors of the
Controlling Company, without the recommendation or approval of
Ray C. Anderson if he is then serving on the Board of Directors,
or if he is not then serving, of the incumbent Board of Directors
of the Controlling Company, of the lesser of (i) four directors,
or (ii) directors constituting a majority of the number of
directors of the Controlling Company then in office.
1.7 CODE shall mean the Internal Revenue Code of 1986, as
amended, and any succeeding federal tax provisions.
1.8 COMPENSATION shall mean, for a Participant for any Plan
Year, the total of such Participant's compensation that would be
used under the Savings and Investment Plan, for purposes of
determining the amount of his before-tax and matching
contributions thereunder, if he were an active participant in the
Savings and Investment Plan during the portion of such Plan Year
that he is an active Participant herein, plus his Deferral
Contributions for such Plan Year; provided, for purposes of
calculating a Participant's Compensation hereunder, the maximum
compensation limit under Code Section 401(a)(17) shall be
disregarded.
1.9 CONTROLLED GROUP shall mean all of the companies that
are either (i) members of the same controlled group of
corporations (within the meaning of Code Section 414(b)) or
(ii) under common control (within the meaning of Code Section
414(c)), with the Controlling Company.
1.10 CONTROLLING COMPANY shall mean Interface, Inc., a
corporation with its principal place of business in Atlanta,
Georgia.
1.11 Deferral Contributions shall mean, for each Plan Year,
that portion of a Participant's Compensation deferred under the
Plan pursuant to Section 3.2.
1.12 Deferral Election shall mean a written election form
(or election in any other format permitted by the Administrative
Committee) on which a Participant may elect to defer under the
Plan a portion of his Compensation.
2<PAGE>
1.13 DISABILITY OR DISABLED shall mean a Participant's
inability, as a result of physical or mental incapacity, to
substantially perform his duties for the Controlling Company or
any member of the Controlled Group on a full-time basis for a
period of 6 months.
1.14 DISCRETIONARY CONTRIBUTIONS shall mean, for each Plan
Year, the amount credited to a Participant's Account pursuant to
Section 3.4.
1.15 EFFECTIVE DATE shall mean November 1, 1997, the date
that the Plan initially shall be effective.
1.16 ELIGIBLE EMPLOYEE shall mean, for a Plan Year or
portion of a Plan Year, an individual:
(a) Who is a member of a select group of highly
compensated or key management employees who the Administrative
Committee, in its sole discretion, determines is eligible to
participate in the Plan; and
(b) Who has satisfied the minimum compensation and/or
other classification requirements, if any, established from time
to time by the Administrative Committee.
1.17 ERISA shall mean the Employee Retirement Income
Security Act of 1974, as amended.
1.18 FINANCIAL HARDSHIP shall mean a severe financial
hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or of the
Participant's dependent [as defined in Code Section 152(a)], loss
of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant. Financial
Hardship shall be determined by the Administrative Committee on
the basis of the facts of each case, including information
supplied by the Participant in accordance with uniform guidelines
prescribed from time to time by the Administrative Committee;
provided, the Participant will be deemed not to have a Financial
Hardship to the extent that such hardship is or may be relieved:
(a) Through reimbursement or compensation by insurance
or otherwise;
(b) By liquidation of the Participant's assets, to the
extent the liquidation of assets would not itself cause severe
financial hardship; or
(c) By cessation of deferrals under the Plan.
Examples of what are not considered to be unforeseeable
emergencies include the need to send a Participant's child to
college or the desire to purchase a home.
3<PAGE>
1.19 GUILFORD PLAN shall mean the Guilford of Maine, Inc.
401(k) Retirement Investment Plan and Trust, and any successor
plan thereto.
1.20 INTEREST RATE shall mean, (i) for the 1997 and 1998
Plan Years 8.0%, and (ii) for each subsequent Plan Year, the
greater of the rate established by the Administrative Committee
in its sole discretion prior to January 1 of that Plan Year or
the rate announced by Wachovia Bank of North Carolina, N.A. as
its prime rate at the beginning of the fourth calendar quarter of
the preceding Plan Year minus 2%. If more than one prime rate is
announced, the lowest announced prime rate will be used. If the
Wachovia Bank of North Carolina, N.A. prime rate is unavailable,
the Administrative Committee shall select a similar index.
1.21 INVOLUNTARY TERMINATION shall mean termination of
employment with the Controlling Company and all other members of
the Controlled Group that is involuntary on the part of a
Participant and that occurs for reasons other than for (i) Cause,
(ii) Disability, or (iii) the Participant's death .
1.22 MATCHING CONTRIBUTIONS shall mean, for each Plan Year,
the amount credited to a Participant's Account pursuant to
Section 3.3.
1.23 PARTICIPANT shall mean any person who has been admitted
to, and has not been removed from, participation in the Plan
pursuant to the provisions of Article II.
1.24 PARTICIPATING COMPANY shall mean the Controlling
Company and any members of its Controlled Group that adopt the
Plan as participating companies therein. A list of such members
that are participating in the Plan shall be set forth on
Exhibit A hereto.
1.25 PERMITTED HOLDERS shall mean the individuals listed on
Schedule 10.11 to the Amended and Restated Credit Agreement dated
June 30, 1995, by and among the Controlling Company, certain of
its subsidiaries, SunTrust Bank and the other banks parties
thereto (regardless of whether said agreement is terminated or
continues in force and effect); provided that, for purposes of
this definition, the reference to each such individual shall be
deemed to include the members of such individual's immediate
family, such individual's estate, and any trusts created by such
individual for the benefit of members of such individual's
immediate family.
1.26 PLAN shall mean the Interface, Inc. Nonqualified
Savings Plan, as contained herein and all amendments hereto. For
tax purposes and purposes of Title I of ERISA, the Plan is
intended to be an unfunded, nonqualified deferred compensation
plan covering certain designated employees who are within a
select group of key management or highly compensated employees.
1.27 PLAN YEAR shall mean (i) for 1997, the period beginning
on the Effective Date and ending December 31, 1997; and (ii) for
subsequent years, the 12-consecutive-month period ending on
December 31 of each year.
4<PAGE>
1.28 SAVINGS AND INVESTMENT PLAN shall mean the
Interface, Inc. Savings and Investment Plan, and any successor
plan thereto.
1.29 SURVIVING SPOUSE shall mean, with respect to a
Participant, the person who is treated as married to such
Participant under the laws of the state in which the Participant
resides. The determination of a Participant's Surviving Spouse
shall be made as of the date of such Participant's death.
1.30 TRUST OR TRUST AGREEMENT shall mean the separate
agreement or agreements between the Controlling Company and the
Trustee governing the creation of the Trust Fund, and all
amendments thereto.
1.31 TRUSTEE shall mean the party or parties so designated
from time to time pursuant to the terms of the Trust Agreement.
1.32 TRUST FUND shall mean the total amount of cash and
other property held by the Trustee (or any nominee thereof) at
any time under the Trust Agreement.
1.33 VALUATION DATE shall mean each day of the Plan Year.
1.34 VOLUNTARY TERMINATION shall mean termination of
employment with the Controlling Company and all other members of
the Controlled Group that is voluntary on the part of the
Participant, and, in the judgment of the Participant, is due to
(i) a reduction of the Participant's responsibilities, title or
status resulting from a formal change in such title or status, or
from the assigent to the Participant of any duties inconsistent
with his title, duties or responsibilities in effect within the
year prior to a Change in Control; (ii) a reduction in the
Participant's compensation or benefits, or (iii) an employer-
required involuntary relocation of the Participant's place of
residence or a significant increase in the Participant's travel
requirements. A termination shall not be considered voluntary if
such termination is the result of Cause, Disability or the
Participant's death.
1.35 VOTING STOCK shall mean the Controlling Company's
outstanding capital stock entitled to vote for the election of
directors.
1.36 YEAR OF SERVICE shall mean, with respect to a
Participant, the number of whole 12-month periods of service the
Participant has with the Controlling Company and the members of
the Controlled Group. In determining a Participant's number of
whole 12-month periods of service for purposes of the Plan,
nonsuccessive periods of service shall be aggregated on the basis
of days of service, with 365 days (366 days in a leap year) of
service equal to one Year of Service. Periods of service of less
than 365 days (366 days in a leap year) shall be disregarded. To
the extent determined by the Administrative Committee, set forth
on a schedule hereto, and not otherwise counted hereunder, a
5
<PAGE>
Participant's periods of employment with one or more companies or
enterprises acquired by or merged into, or all or a portion of
the assets or business of which are acquired by, the Controlling
Company or any member of the Controlled Group, shall be taken
into account in determining his Years of Service.
6<PAGE>
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 ELIGIBILITY.
(a) ANNUAL PARTICIPATION. Each individual who is both
an Eligible Employee and eligible to participate in either the
Savings and Investment Plan or the Guilford Plan as of the first
day of a Plan Year shall be eligible to participate in the Plan
for the entire Plan Year. Such individual's participation shall
become effective as of the first day of such Plan Year (assuming
he satisfies the procedures for admission described below).
(b) INTERIM PLAN YEAR PARTICIPATION.
(i) Each individual who is both an Eligible
Employee and eligible to participate in either the Savings and
Investment Plan or the Guilford Plan as of the Effective Date
shall be eligible to participate in the Plan. Such individual's
participation shall become effective as of the Effective Date
(assuming he satisfies the procedures for admission described
below).
(ii) Each individual who is an Eligible Employee
and who becomes eligible to participate in either the Savings and
Investment Plan or the Guilford Plan during a Plan Year shall be
eligible to participate in the Plan for a portion of such Plan
Year. Such individual's participation shall become effective as
of the first day of the calendar month coinciding with or next
following the date he becomes eligible to participate in either
the Savings and Investment Plan or the Guilford Plan (assuming he
satisfies the procedures for admission described below).
(iii) Each individual who is an Eligible
Employee, but who is not yet eligible to participate in the
Savings and Investment Plan and the Guilford Plan, in the sole
discretion of the Administrative Committee (which may make such a
determination on an individual-by-individual basis), may be
eligible to participate in the Plan for a portion of any Plan
Year before he otherwise becomes eligible to participate pursuant
to this Section 2.1. Such individual's participation shall
become effective as of the date specified by the Administrative
Committee (assuming he satisfies the procedures for admission
described below).
2.2 PROCEDURE FOR ADMISSION.
Each Eligible Employee shall become a Participant
(i) for Eligible Employees eligible to participate in either the
Savings and Investment Plan or the Guilford Plan, by electing to
make to such plan the maximum percentage before-tax contributions
permitted thereunder (provided, this requirement shall not be
applicable for the 1997 Plan Year); and (ii) by completing such
forms and providing such data in a timely manner, as are required
by the Administrative Committee as a precondition of
participation in the Plan. Such forms and data may include,
without limitation, a Deferral Election, the Eligible Employee's
acceptance of the terms and conditions of the Plan, and the
designation of a Beneficiary to receive any death benefits
payable hereunder.
7
<PAGE>
2.3 CESSATION OF ELIGIBILITY.
(a) DECREASE IN 401(K) PLAN CONTRIBUTIONS. An
Eligible Employee's participation in the Plan for any Plan Year
beginning with the 1998 Plan Year shall cease immediately as of
the time he elects to reduce his before-tax contributions to
either the Savings and Investment Plan or the Guilford Plan (in
whichever such plan he is an active participant) below the
maximum percentage permitted thereunder or if, for any reason,
the level of such before-tax contributions are or decrease below
such amount; and such Eligible Employee shall be deemed to have
revoked his Deferral Election for such Plan Year pursuant to the
terms of Section 3.2(d).
(b) CESSATION OF ELIGIBLE STATUS. The Administrative
Committee may remove an employee from active participation in the
Plan if, as of any day during a Plan Year, he ceases to satisfy
the criteria which qualified him as an Eligible Employee, in
which case his deferrals under the Plan shall cease.
(c) INACTIVE PARTICIPANT STATUS. Even if his active
participation in the Plan ends, an employee shall remain an
inactive Participant in the Plan until the earlier of (i) the
date the full amount of his vested Account (if any) is
distributed from the Plan, or (ii) the date he again becomes an
Eligible Employee and recommences participation in the Plan.
During the period of time that an employee is an inactive
Participant in the Plan, his vested Account shall continue to be
credited with earnings as provided for in Section 3.6.
8<PAGE>
ARTICLE III
PARTICIPANTS' ACCOUNTS; DEFERRALS AND CREDITING
3.1 PARTICIPANTS' ACCOUNTS.
(a) ESTABLISHMENT OF ACCOUNTS. The Administrative
Committee shall establish and maintain, on behalf of each
Participant, an Account. Each Account shall be credited with
(i) Deferral Contributions, (ii) Matching Contributions,
(iii) Discretionary Contributions, and (iv) earnings attributable
to such Account, and shall be debited by distributions. Each
Account of a Participant shall be maintained until the vested
value thereof has been distributed to or on behalf of such
Participant or his Beneficiary.
(b) NATURE OF CONTRIBUTIONS AND ACCOUNTS. The amounts
credited to a Participant's Account shall be represented solely
by bookkeeping entries. Except as provided in Article VI, no
monies or other assets shall actually be set aside for such
Participant, and all payments to a Participant under the Plan
shall be made from the general assets of the Participating
Companies.
(c) SEVERAL LIABILITIES. Each Participating Company
shall be severally (and not jointly) liable for the payment of
benefits under the Plan in an amount equal to the total of
(i) all undistributed Deferral Contributions withheld from
Participants Compensation paid or payable by each such
Participating Company, (ii) all undistributed Matching
Contributions attributable to Deferral Contributions described in
clause (i) hereof, (iii) all undistributed Discretionary
Contributions attributable to such contributions made for periods
while the benefitting Participants were employed by such
Participating Company, and (iv) all undistributed earnings
attributable thereto. The Administrative Committee shall
allocate the total liability to pay benefits under the Plan among
the Participating Companies pursuant to this formula, and the
Administrative Committee's determination shall be final and
binding.
(d) GENERAL CREDITORS. Any assets which may be
acquired by a Participating Company in anticipation of its
obligations under the Plan shall be part of the general assets of
such Participating Company. A Participating Company's obligation
to pay benefits under the Plan constitutes a mere promise of such
Participating Company to pay such benefits, and a Participant or
Beneficiary shall be and remain no more than an unsecured,
general creditor of such Participating Company.
3.2 DEFERRAL CONTRIBUTIONS.
Each Eligible Employee who is or becomes eligible to
participate in the Plan for all or any portion of a Plan Year may
elect to have Deferral Contributions made on his behalf for such
Plan Year by completing and delivering to the Administrative
Committee (or its designee) a Deferral Election setting forth the
terms of his election. Subject to the terms and conditions set
forth below, a Deferral Election may provide for the reduction of
an Eligible Employee's Compensation payable in each paycheck
(including any bonus checks) earned during the Plan Year for
which the Deferral Election is in effect. Subject to any
9
<PAGE>
modifications, additions or exceptions that the Administrative
Committee, in its sole discretion, deems necessary, appropriate
or helpful, the following terms shall apply to such elections:
(a) EFFECTIVE DATE.
(i) INITIAL DEFERRAL ELECTION. A Participant's
initial Deferral Election with respect to his Compensation for
any Plan Year shall be effective for the first paycheck earned
after the date the Deferral Election becomes effective. To be
effective, a Participant's initial Deferral Election must be made
within the time period prescribed by the Administrative Committee
(generally, before the first day of the Plan Year for which
Deferral Contributions will be made, or, if later, before the
date on which his participation becomes effective pursuant to
Plan Section 2.1(b)). If an Eligible Employee fails to submit a
Deferral Election in a timely manner, he shall be deemed to have
elected not to participate in the Plan for that Plan Year.
(ii) SUBSEQUENT DEFERRAL ELECTION. A
Participant's subsequent Deferral Election with respect to his
Compensation for any Plan Year must be made on or before the last
day of the Plan Year immediately preceding the Plan Year for
which he desires to participate and in which the Compensation to
be deferred is earned.
(b) TERM. Each Participant's Deferral Election shall
remain in effect for all such Compensation earned during a Plan
Year and, beginning with the Deferral Election made for 1998 and
subsequent Plan Years, until the earliest of (i) the date the
Participant ceases to be an active Participant for such Plan
Year, (ii) the date the Participant makes a subsequent Deferral
Election applicable for a subsequent Plan Year, or (iii) the date
the Participant revokes such Deferral Election. If a Participant
is transferred from the employment of one Participating Company
to the employment of another Participating Company, his Deferral
Election with the first Participating Company will remain in
effect and will apply to his Compensation from the second
Participating Company until the earliest of those events set
forth in the preceding sentence.
(c) AMOUNT. For the 1997 Plan Year, a Participant may
elect to defer his Compensation payable in each paycheck in 1
percent increments, up to a maximum of 22 1/2 percent. For
subsequent Plan Years, a Participant may elect to defer his
Compensation payable in each paycheck in 1 percent increments, up
to a maximum of 15 percent, minus the maximum percentage before-
tax contributions permitted under either the Savings and
Investment Plan or the Guilford Plan (or such other maximum
percentage and/or amount, if any, established by the
Administrative Committee from time-to-time). Because Code
Section 401(a)(17) limits the amount of compensation that may be
taken into account in determining the amount of a participant's
before-tax contributions to the Savings and Investment Plan and
to the Guilford Plan, the percentage of Compensation that a
Participant elects to defer under the Plan for a Plan Year will
not be reduced by the maximum percentage before-tax contributions
permitted under those plans once the Participant's compensation
exceeds the Code Section 401(a)(17) limit for the Plan Year.
(d) REVOCATION. A Participant may revoke his Deferral
Election by delivering a written notice of revocation to the
Administrative Committee, and such revocation shall be effective
10<PAGE>
as soon as practicable after the date on which it is received by
the Administrative Committee. (See also Section 2.3(a)). A
Participant who revokes a Deferral Election may enter into a new
Deferral Election with respect to his Compensation for any
subsequent Plan Year by making such Deferral Election on or
before the last day of the Plan Year immediately preceding the
Plan Year for which he desires to participate and in which the
Compensation to be deferred is earned.
(e) CREDITING OF DEFERRED COMPENSATION. For each Plan
Year that a Participant has a Deferral Election in effect, the
Administrative Committee shall credit the amount of such
Participant's Deferral Contributions to his Account on, or as
soon as practicable after, the Valuation Date on which such
amount would have been paid to him but for his Deferral Election.
3.3 MATCHING CONTRIBUTIONS.
(a) AMOUNT. The Administrative Committee shall credit
to each Participant's Account for each Plan Year a Matching
Contribution equal to the difference between:
(i) 50 percent multiplied by the lesser of
(A) the sum of the Participant's deferrals to either the
Savings and Investment Plan and/or the Guilford Plan for
such Plan Year, plus the Participant's deferrals to the Plan
for such Plan Year, or (B) 4 percent of the Participant's
Compensation for such Plan Year; and
(ii) The total amount of matching
contributions made to the Participant's account under either
the Savings and Investment Plan and/or the Guilford Plan for
such Plan Year; provided, for the 1997 Plan Year, Matching
Contributions shall be reduced by the total amount of
matching contributions made to the Participant's account
under either the Savings and Investment Plan and/or the
Guilford Plan for the last calendar quarter of 1997.
(b) TIME OF CREDITING. A Participant's matching
contributions for a Plan Year will be credited to his Account as
of the earlier of (i) the date a Participant's employment with
the Controlling Company and all other members of the Controlled
Group terminates during that Plan Year, or (ii) the first day of
the immediately following Plan Year (or such other date or time
as the Administrative Committee, in its sole discretion,
determines from time-to-time).
3.4 DISCRETIONARY CONTRIBUTIONS.
The Administrative Committee may, but shall not be
required to, credit to a Participant's Account for any Plan Year
a Discretionary Contribution. The amount and timing of any such
Discretionary Contribution shall be determined in the discretion
of the Administrative Committee.
11
<PAGE>
3.5 DEBITING OF DISTRIBUTIONS.
As of each Valuation Date, the Administrative Committee
shall debit each Participant's Account for any amount distributed
from such Account since the immediately preceding Valuation Date.
3.6 CREDITING OF EARNINGS.
(a) DEFERRAL CONTRIBUTIONS. As of each Valuation
Date, the Administrative Committee shall credit to the portion of
each Participant's Account attributable to his Deferral
Contributions the amount of earnings applicable thereto for the
period since the immediately preceding Valuation Date. Such
crediting of earnings shall be effected as follows:
(i) AMOUNT INVESTED. The Administrative Committee
shall first determine the amount of (A) each Participant's
Account attributable to Deferred Contributions and the
earnings thereon as of the immediately preceding Valuation
Date; minus (B) the amount of any distributions debited from
the amount determined in clause (A) since the immediately
preceding Valuation Date; and
(ii) DETERMINATION OF AMOUNT. The
Administrative Committee shall then apply a rate of interest
to each Participant's Account (as determined in subsection
(i) hereof) which would yield an effective annual rate equal
to the Interest Rate, and the total amount of earnings
resulting therefrom shall be credited to such Participant's
Account as of the applicable Valuation Date.
(b) MATCHING AND DISCRETIONARY CONTRIBUTIONS. For
each Plan Year as of the earlier of (i) the date a Participant's
employment with the Controlling Company and all other members of
the Controlled Group terminates during that Plan Year, or
(ii) the first day of the immediately following Plan Year, the
Administrative Committee shall credit to the portion of each
Participant's Account attributable to his Matching and
Discretionary Contributions the amount of earnings applicable
thereto for the period since the immediately preceding date on
which earnings were so credited. Such crediting of earnings
shall be effected as follows:
(i) AMOUNT INVESTED. The Administrative Committee
shall first determine the amount of (A) each Participant's
Account attributable to Matching and Discretionary
Contributions and the earnings thereon as of the immediately
preceding date on which earnings were so credited; plus
(B) 50 percent of the Matching Contributions made to the
Plan since the immediately preceding date on which earnings
were so credited; minus (C) the amount of any distributions
debited from the amount determined in clause (A) since the
immediately preceding date on which earnings were so
credited; and
12
<PAGE>
(ii) DETERMINATION OF AMOUNT. The
Administrative Committee shall then apply a rate of interest
to each Participant's Account (as determined in subsection
(i) hereof) which would yield an effective annual rate equal
to the Interest Rate, and the total amount of earnings
resulting therefrom shall be credited to such Participant's
Account as of the applicable date.
3.7 VESTING.
(a) GENERAL. A Participant shall at all times be
fully vested in his Deferral Contributions, and the earnings
credited to his Account with respect to such Deferral
Contributions. The Matching and Discretionary Contributions
credited to a Participant's Account and the earnings credited
with respect thereto shall vest in accordance with the following
vesting schedule based on the Participant's Years of Service:
Years of Service Vested Percentage of Participant's
Completed by Participant Matching and Discretionary Contributions
------------------------ ----------------------------------------
Less than 1 year 0%
1 year or more 20%
2 years or more 40%
3 years or more 60%
4 years or more 80%
5 years or more 100%
Notwithstanding the foregoing, a Participant shall become 100
percent vested in the Matching and Discretionary Contributions
credited to his Account and the earnings credited with respect
thereto upon the occurrence of any of the following events:
(i) the Participant's attaient of age 65, (ii) the Participant's
Disability, or (iii) the Participant's death.
(b) CHANGE IN CONTROL. If a Change in Control occurs
with respect to the Controlling Company and a Participant's
employment with the Controlling Company and all other members of
the Controlled Group is terminated (i) within 24 months following
the date of the Change in Control, or (ii) within 6 months prior
to the date of the Change in Control and is related to such
Change in Control, and in the case of either (i) or (ii) such
termination is a result of Involuntary Termination or Voluntary
Termination, then the Participant shall be immediately 100
percent vested in the Matching and Discretionary Contributions
credited to his Account and the earnings credited with respect
thereto as of the later of the date of such Change in Control or
the date of such termination. Matching and Discretionary
Contributions credited to a Participant's Account after the date
of a Change in Control and the earnings credited with respect
thereto shall continue to vest in accordance with the vesting
schedule.
13
<PAGE>
3.8 NOTICE TO PARTICIPANTS OF ACCOUNT BALANCES.
At least once for each Plan Year, the Administrative
Committee shall cause a written statement of a Participant's
Account balance to be distributed to the Participant.
3.9 GOOD FAITH VALUATION BINDING.
In determining the value of the Accounts, the
Administrative Committee shall exercise its best judgment, and
all such determinations of value (in the absence of bad faith)
shall be binding upon all Participants and their Beneficiaries.
3.10 ERRORS AND OMISSIONS IN ACCOUNTS.
If an error or omission is discovered in the Account of
a Participant or in the amount of a Participant's deferrals, the
Administrative Committee, in its sole discretion, shall cause
appropriate, equitable adjustments to be made as soon as
administratively practicable following the discovery of such
error or omission.
14<PAGE>
ARTICLE IV
PAYMENT OF ACCOUNT BALANCES
4.1 BENEFIT PAYMENTS UPON TERMINATION OF SERVICE FOR
REASONS OTHER THAN DEATH.
(a) GENERAL RULE CONCERNING BENEFIT PAYMENTS. In
accordance with the terms of subsection (b) hereof, if a
Participant terminates his employment with the Controlling
Company and all other members of the Controlled Group for any
reason other than death, he (or his Beneficiary, if he dies after
such termination of employment but before distribution of his
Account) shall be entitled to receive or begin receiving a
distribution of the total of: (i) the entire vested amount
credited to his Account, determined as of the Valuation Date on
which such distribution is processed; plus (ii) the vested amount
of Deferral, Matching and Discretionary Contributions made since
such Valuation Date; and minus (iii) the amount of any
distributions made to the Participant since such Valuation Date.
For purposes of this subsection, the "Valuation Date on which
such distribution is processed" refers to the Valuation Date
established for such purpose by administrative practice, even if
actual payment is made or commenced at a later date due to delays
in valuation, administration or any other procedure.
(b) TIMING OF DISTRIBUTION.
(i) Except as provided in subsection (b)(ii) or
(iii) hereof, the vested benefit payable to a Participant
under this Section shall be made or commenced as soon as
administratively feasible after the earlier of the date the
Participant terminates his employment with the Controlling
Company and all other members of the Controlled Group for
any reason other than death or the date he attains age 65
while still employed.
(ii) A Participant may elect, at the time he makes
his initial Deferral Election, to have his benefit payable
under this Section paid (or commenced) on any date (on or
before the earlier of the date his employment terminates or
the date he attains age 65 while still employed, but not
earlier than 1 year after the end of the Plan Year for which
the Deferral Election applies) specified in such Deferral
Election. A Participant may elect a different benefit
commencement date with respect to the Deferral Election for
each Plan Year; provided, unless determined otherwise by the
Administrative Committee, a Participant may elect no more
than three different benefit commencement dates with respect
to all his benefits payable under the Plan. The
Administrative Committee shall pay (or commence the payment
of) the Participant's benefit as soon as administratively
feasible after the time(s) specified in such Deferral
Election(s); provided, with respect to each portion of his
Account with a different benefit commencement date, the
Participant may make an election in writing, at least 1 year
before such applicable initially-scheduled benefit
commencement date (as selected in accordance with the
preceding sentence or subsection (b)(i) hereof), to delay
the payment (or commencement) of his total benefit payable
on such date to a later date (on or before the earlier of
15<PAGE>
the date his employment terminates or the date he attains
age 65 while still employed), and such total benefit shall
be paid (or commenced) as soon as administratively feasible
after such delayed date. The Participant may make one
additional election, at least one year before such delayed
benefit commencement date, to further delay the payment (or
commencement) of his total benefit payable on such date to a
later date (on or before the earlier of the date his
employment terminates or the date he attains age 65 while
still employed), and such total benefit shall be paid (or
commenced) as soon as administratively feasible after such
further delayed date.
(iii) Notwithstanding a Participant's election
in subsection (b)(ii), the Administrative Committee, in its
sole discretion, may accelerate the date for payment (or
commencement) of a Participant's benefit.
4.2 FORM OF DISTRIBUTION.
(a) SINGLE-SUM PAYMENT. Except as provided in
subsection (b) hereof, the benefit payable to a Participant under
Section 4.1 shall be distributed in the form of a single-sum
payment.
(b) ANNUAL INSTALLMENTS. A Participant may elect, at
the time he makes his initial Deferral Election, to have his
benefit payable under Section 4.1 paid in the form of annual
installment payments. To the extent a Participant elects
multiple benefit commencement dates in accordance with Section
4.1(b)(ii), such Participant may elect at the time of such
subsequent Deferral Elections, with respect to the total benefit
corresponding to each benefit commencement date, to receive such
total benefit in the form of annual installments. If a
Participant does not elect the installment form of distribution
with respect to a benefit commencement date (as selected in
accordance with Section 4.1(b)(ii)), his benefit corresponding to
such benefit commencement date shall be paid in the form of a
single-sum payment unless, at least 1 year before such benefit
commencement date, the Participant makes a one-time election in
writing to receive such benefit in the form of installment
payments (in accordance with the terms of this subsection). The
following terms and conditions shall apply to installment
payments made under the Plan:
(i) The installment payments shall be made in
substantially equal annual installments over a period of
either 5 or 10 years (adjusted for earnings between payments
in the manner described in Section 3.6). The initial value
of the obligation for the installment payments shall be
equal to the amount of the Participant's Account balance
calculated in accordance with the terms of Section 4.1(a).
(ii) If a Participant dies after payment of his
benefit from the Plan has begun, but before his entire
benefit has been distributed, the remaining amount of his
Account balance shall be distributed to the Participant's
designated Beneficiary in the form of a single-sum payment.
(iii) Notwithstanding a Participant's election
of installment payments under this subsection (b), if the
Participant's employment with the Controlling Company and
16<PAGE>
all other members of the Controlled Group terminates before
he has participated in the Plan for at least 5 full Plan
Years, his benefit shall be paid in the form of a single-sum
payment.
(iv) Notwithstanding a Participant's election of
installment payments under this subsection (b), the
Administrative Committee, in its sole discretion, may cause
the Participant's benefit to be paid in the form of a
single-sum payment.
4.3 DEATH BENEFITS.
If a Participant dies before payment of his benefit
from the Plan is made or commenced, the Beneficiary or
Beneficiaries designated by such Participant in his latest
beneficiary designation form filed with the Administrative
Committee shall be entitled to receive a distribution of the
total of (i) the entire vested amount credited to such
Participant's Account, determined as of the Valuation Date on
which such distribution is processed; plus (ii) the vested amount
of Deferral, Matching and Discretionary Contributions made since
such Valuation Date; and minus (iii) the amount of any
distributions made to the Participant since such Valuation Date.
For purposes of this Section, the "Valuation Date on which such
distribution is processed" refers to the Valuation Date
established for such purpose by administrative practice, even if
actual payment is made at a later date due to delays in
valuation, administration or any other procedure. The benefit
shall be distributed to such Beneficiary or Beneficiaries, as
soon as administratively feasible after the date of the
Participant's death, in the form of a single-sum payment.
4.4 HARDSHIP DISTRIBUTIONS.
Upon receipt of an application for an in-service
hardship distribution and the Administrative Committee's
decision, made in its sole discretion, that a Participant has
suffered a Financial Hardship, such Participant shall be entitled
to receive an in-service distribution. Such distribution shall
be paid in a single-sum payment as soon as administratively
feasible after the Administrative Committee determines that the
Participant has incurred a Financial Hardship. The amount of
such single-sum payment shall be limited to the amount that the
Administrative Committee determines is reasonably necessary to
meet the Participant's requirements resulting from the Financial
Hardship. The amount of such distribution shall reduce the
Participant's Account balance as provided in Section 3.5.
4.5 BENEFICIARY DESIGNATION.
(a) GENERAL. Participants shall designate and from
time to time may redesignate their Beneficiaries in such form and
manner as the Administrative Committee may determine.
(b) NO DESIGNATION OR DESIGNEE DEAD OR MISSING. In
the event that:
(1) a Participant dies without designating a
Beneficiary;
17
<PAGE>
(2) the Beneficiary designated by a Participant
is not surviving when a payment is to be made to such person
under the Plan, and no contingent Beneficiary has been
designated; or
(3) the Beneficiary designated by a Participant
cannot be located by the Administrative Committee within 1
year from the date benefits are to be paid to such person;
then, in any of such events, the Beneficiary of such Participant
with respect to any benefits that remain payable under the Plan
shall be the Participant's Surviving Spouse, if any, and if not,
the estate of the Participant.
4.6 TAXES.
If the whole or any part of any Participant's or
Beneficiary's benefit hereunder shall become subject to any
estate, inheritance, income or other tax which the Participating
Companies shall be required to pay or withhold, the Participating
Companies shall have the full power and authority to withhold and
pay such tax out of any monies or other property in its hand for
the account of the Participant or Beneficiary whose interests
hereunder are so affected. Prior to making any payment, the
Participating Companies may require such releases or other
documents from any lawful taxing authority as it shall deem
necessary. Notwithstanding anything in the Plan to the contrary,
the distribution of a Participant's benefit hereunder prior to
his termination of employment with the Company shall be limited
to an amount that would not cause the Participant to receive
compensation that the Administrative Committee determines would
not be deductible under Code Section 162(m).
18<PAGE>
ARTICLE V
CLAIMS
5.1 CLAIMS.
(a) INITIAL CLAIM. Claims for benefits under the Plan
may be filed with the Administrative Committee on forms or in
such other written documents, as the Administrative Committee may
prescribe. The Administrative Committee shall furnish to the
claimant written notice of the disposition of a claim within 90
days after the application therefor is filed. In the event the
claim is denied, the notice of the disposition of the claim shall
provide the specific reasons for the denial, citations of the
pertinent provisions of the Plan, and, where appropriate, an
explanation as to how the claimant can perfect the claim and/or
submit the claim for review.
(b) APPEAL. Any Participant or Beneficiary who has
been denied a benefit shall be entitled, upon request to the
Administrative Committee, to appeal the denial of his claim. The
claimant (or his duly authorized representative) may review
pertinent documents related to the Plan and in the Administrative
Committee's possession in order to prepare the appeal. The
request for review, together with written statement of the
claimant's position, must be filed with the Administrative
Committee no later than 60 days after receipt of the written
notification of denial of a claim provided for in subsection (a).
The Administrative Committee's decision shall be made within 60
days following the filing of the request for review. If
unfavorable, the notice of the decision shall explain the reasons
for denial and indicate the provisions of the Plan or other
documents used to arrive at the decision.
(c) SATISFACTION OF CLAIMS. Any payment to a
Participant or Beneficiary shall to the extent thereof be in full
satisfaction of all claims hereunder against the Administrative
Committee and the Participating Companies, any of whom may
require such Participant or Beneficiary, as a condition to such
payment, to execute a receipt and release therefor in such form
as shall be determined by the Administrative Committee or the
Participating Companies. If receipt and release is required but
the Participant or Beneficiary (as applicable) does not provide
such receipt and release in a timely enough manner to permit a
timely distribution in accordance with the general timing of
distribution provisions in the Plan, the payment of any affected
distribution may be delayed until the Administrative Committee or
the Participating Companies receive a proper receipt and release.
19<PAGE>
ARTICLE VI
SOURCE OF FUNDS; TRUST
6.1 SOURCE OF FUNDS.
Except as provided in this Section and Section 6.2
(relating to the Trust), each Participating Company shall provide
the benefits described in the Plan from its general assets.
However, to the extent that funds in such Trust allocable to the
benefits payable under the Plan are sufficient, the Trust assets
may be used to pay benefits under the Plan. If such Trust assets
are not sufficient to pay all benefits due under the Plan, then
the appropriate Participating Company shall have the obligation,
and the Participant or Beneficiary, who is due such benefits,
shall look to the such Participating Company to provide such
benefits.
6.2 TRUST.
(a) ESTABLISHMENT. To the extent determined by the
Controlling Company, the Participating Companies shall transfer
the funds necessary to fund benefits accrued hereunder to the
Trustee to be held and administered by the Trustee pursuant to
the terms of the Trust Agreement. Except as otherwise provided
in the Trust Agreement, each transfer into the Trust Fund shall
be irrevocable as long as a Participating Company has any
liability or obligations under the Plan to pay benefits, such
that the Trust property is in no way subject to use by the
Participating Company; provided, it is the intent of the
Controlling Company that the assets held by the Trust are and
shall remain at all times subject to the claims of the general
creditors of the Participating Companies.
(b) DISTRIBUTIONS. Pursuant to the Trust Agreement,
the Trustee shall make payments to Plan Participants and
Beneficiaries in accordance with the terms of the Plan. The
Participating Company shall make provisions for the reporting and
withholding of any federal, state or local taxes that may be
required to be withheld with respect to the payment of benefits
pursuant to the terms of the Plan and shall pay amounts withheld
to the appropriate taxing authorities or determine that such
amounts have been reported, withheld and paid by the
Participating Company.
(c) STATUS OF THE TRUST. No Participant or Beneficiary
shall have any interest in the assets held by the Trust or in the
general assets of the Participating Companies other than as a
general, unsecured creditor. Accordingly, a Participating
Company shall not grant a security interest in the assets held by
the Trust in favor of the Participants, Beneficiaries or any
creditor.
(d) CHANGE IN CONTROL. As soon as possible but in no
event longer than 30 days after the Change in Control, the
Participating Companies shall make an irrevocable transfer to the
Trustee of an amount that is sufficient to pay each Plan
Participant or Beneficiary the benefits to which Plan
Participants or their Beneficiaries would be entitled pursuant to
the terms of the Plan as of the date on which the Change in
Control occurred. In such event, an independent bank or
20<PAGE>
financial institution shall serve as Trustee. The terms of the
Trust Agreement shall require the Trustee to make payments in
accordance with the terms of the Plan and shall prohibit the
Trustee from permitting a reversion to the Controlling Company or
any member of the Controlled Group of any Trust assets until the
Participating Companies obligations under the Plan shall be
satisfied in full. The terms of the Trust Agreement also shall
prohibit the investment in any equity interests of the
Controlling Company or any member of the Controlled Group with
any cash (or investment earnings attributable thereto)
contributed with respect to the obligations hereunder.
Notwithstanding this mandatory funding of the Trust, if the Trust
Fund is insufficient or the Trustee for any reason is unable or
unwilling to make the payments required hereunder, the
Participating Companies shall make such payments.
21<PAGE>
ARTICLE VII
ADMINISTRATIVE COMMITTEE
7.1 ACTION.
Action of the Administrative Committee may be taken
with or without a meeting of committee members; provided, action
shall be taken only upon the vote or other affirmative expression
of a majority of the committee members qualified to vote with
respect to such action. If a member of the committee is a
Participant or Beneficiary, he shall not participate in any
decision which solely affects his own benefit under the Plan.
For purposes of administering the Plan, the Administrative
Committee shall choose a secretary who shall keep minutes of the
committee's proceedings and all records and documents pertaining
to the administration of the Plan. The secretary may execute any
certificate or any other written direction on behalf of the
Administrative Committee.
7.2 RIGHTS AND DUTIES.
The Administrative Committee shall administer the Plan
and shall have all powers necessary to accomplish that purpose,
including (but not limited to) the following:
(a) To construe, interpret and administer the Plan;
(b) To make determinations required by the Plan, and
to maintain records regarding Participants' and Beneficiaries'
benefits hereunder;
(c) To compute and certify to the Participating
Companies the amount and kinds of benefits payable to
Participants and Beneficiaries, and to determine the time and
manner in which such benefits are to be paid;
(d) To authorize all disbursements by the
Participating Companies pursuant to the Plan;
(e) To maintain all the necessary records of the
administration of the Plan;
(f) To make and publish such rules for the regulation
of the Plan as are not inconsistent with the terms hereof;
(g) To delegate to other individuals or entities from
time to time the performance of any of its duties or
responsibilities hereunder;
(h) To hire agents, accountants, actuaries,
consultants and legal counsel to assist in operating and
administering the Plan.
22<PAGE>
The Administrative Committee shall have the exclusive right to
construe and interpret the Plan, to decide all questions of
eligibility for benefits and to determine the amount of such
benefits, and its decisions on such matters shall be final and
conclusive on all parties.
7.3 COMPENSATION, INDEMNITY AND LIABILITY.
The Administrative Committee and its members shall
serve as such without bond and without compensation for services
hereunder. All expenses of the Administrative Committee shall be
paid by the Participating Companies. No member of the committee
shall be liable for any act or omission of any other member of
the committee, nor for any act or omission on his own part,
excepting his own willful misconduct. The Participating
Companies shall indemnify and hold harmless the Administrative
Committee and each member thereof against any and all expenses
and liabilities, including reasonable legal fees and expenses,
arising out of his membership on the committee, excepting only
expenses and liabilities arising out of his own willful
misconduct.
23<PAGE>
ARTICLE VIII
AMENDMENT AND TERMINATION
8.1 AMENDMENTS.
The Administrative Committee shall have the right, in
its sole discretion, to amend the Plan in whole or in part at any
time and from time to time. Any amendment shall be in writing
and executed by a duly authorized officer of the Controlling
Company. An amendment to the Plan may modify its terms in any
respect whatsoever, and may include, without limitation, a
permanent or temporary freezing of the Plan such that the Plan
shall remain in effect with respect to existing Account balances
without permitting any new contributions; provided, no such
action may reduce the amount already credited to a Participant's
Account without the affected Participant's written consent. All
Participants and Beneficiaries shall be bound by such amendment.
8.2 TERMINATION OF PLAN.
The Controlling Company reserves the right to
discontinue and terminate the Plan at any time, for any reason.
Any action to terminate the Plan shall be taken by the Board in
the form of a written Plan amendment executed by a duly
authorized officer of the Controlling Company. If the Plan is
terminated, each Participant shall become 100 percent vested in
his Account which shall be distributed in a single-sum as soon as
practicable after the date the Plan is terminated. The amount of
any such distribution shall be determined as of the Valuation
Date such termination distribution is to be processed. Such
termination shall be binding on all Participants and
Beneficiaries.
24<PAGE>
ARTICLE IX
MISCELLANEOUS
9.1 TAXATION.
It is the intention of the Controlling Companies that
the benefits payable hereunder shall not be deductible by the
Participating Companies nor taxable for federal income tax
purposes to Participants or Beneficiaries until such benefits are
paid by the Participating Companies, or the Trust, as the case
may be, to such Participants or Beneficiaries. When such
benefits are so paid, it is the intention of the Participating
Companies that they shall be deductible by the Participating
Companies under Code Section 162.
9.2 NO EMPLOYMENT CONTRACT.
Nothing herein contained is intended to be nor shall be
construed as constituting a contract or other arrangement between
a Participating Company and any Participant to the effect that
the Participant will be employed by the Participating Company for
any specific period of time.
9.3 HEADINGS.
The headings of the various articles and sections in
the Plan are solely for convenience and shall not be relied upon
in construing any provisions hereof. Any reference to a section
shall refer to a section of the Plan unless specified otherwise.
9.4 GENDER AND NUMBER.
Use of any gender in the Plan will be deemed to include
all genders when appropriate, and use of the singular number will
be deemed to include the plural when appropriate, and vice versa
in each instance.
9.5 ASSIGENT OF BENEFITS.
The right of a Participant or his Beneficiary to
receive payments under the Plan may not be anticipated,
alienated, sold, assigned, transferred, pledged, encumbered,
attached or garnished by creditors of such Participant or
Beneficiary, except by will or by the laws of descent and
distribution and then only to the extent permitted under the
terms of the Plan.
9.6 LEGALLY INCOMPETENT.
The Administrative Committee, in its sole discretion,
may direct that payment be made to an incompetent or disabled
person, whether because of minority or mental or physical
disability, to the guardian of such person or to the person
having custody of such person, without further liability on the
part of a Participating Company for the amount of such payment to
the person on whose account such payment is made.
25<PAGE>
9.7 GOVERNING LAW.
The Plan shall be construed, administered and governed
in all respects in accordance with applicable federal law
(including ERISA) and, to the extent not preempted by federal
law, in accordance with the laws of the State of Georgia. If any
provisions of this instrument shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the
remaining provisions hereof shall continue to be fully effective.
IN WITNESS WHEREOF, the Controlling Company has caused the
Plan to be executed by its duly authorized officer on the ____
day of ____________, 1997.
INTERFACE, INC.
By:_____________________________
Title:________________________
26<PAGE>
EXHIBIT A
Participating Companies
(See Section 1.12)
Company Names Effective Date
------------- --------------
Architectural Floors, Inc. November 1, 1997
Bentley Mills, Inc. November 1, 1997
C-TEC, Inc. November 1, 1997
Guilford of Maine, Inc. November 1, 1997
Guilford of Maine Decorative Fabrics, Inc. November 1, 1997
Guilford of Maine Finishing Services, Inc. November 1, 1997
Guilford of Maine Marketing Co. November 1, 1997
Interface, Inc. November 1, 1997
Interface Architectural Resources, Inc. November 1, 1997
Interface Flooring Systems, Inc. November 1, 1997
Interface Interior Fabrics, Inc. November 1, 1997
Interface Research Corporation November 1, 1997
Pandel, Inc. November 1, 1997
Prince Street Technologies, Ltd. November 1, 1997
Renovisions, Inc. November 1, 1997
Re:Source Americas Enterprises, Inc. November 1, 1997
Rockland React-Rite, Inc. November 1, 1997
A-1
Attorneys at Law
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
KILPATRICK STOCKTON LLP
October 21, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C.
Re: Form S-8 Registration Statement -- Interface, Inc.
Nonqualified Savings Plan
Gentlemen:
We are counsel to Interface, Inc., a Georgia corporation
(the "Company"), and have acted in such capacity in the
preparation of the referenced Form S-8 Registration Statement
relating to the Company's Nonqualified Savings Plan (the "Plan")
and the registration of the deferred compensation obligations
(the "Obligations") pursuant thereto. In connection with the
preparation of said Registration Statement, we have examined
certificates of public officials and originals or copies of such
corporate records, documents and other instruments relating to
the authorization of the Plan and the authorization and the
establishment of the Obligations as we have deemed relevant
under the circumstances.
On the basis of the foregoing, it is our opinion that:
The Plan and the creation and establishment of the
Obligations pursuant to the Plan have been duly authorized by the
Board of Directors of the Company.
When and as created or established in accordance
with the provisions of the Plan, the Obligations will be valid
and binding unsecured general obligations of the Company,
enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws of general applicability relating to or
affecting enforcement of creditors' rights generally, including,
but not limited to, the Federal Bankruptcy Code in its entirety
and State laws regarding fraudulent transfers, obligations,
conveyances and receivership, or by general equity principles.
We hereby consent to the filing of this opinion as an
exhibit to, and the reference to our firm in Item 5 of, said
Registration Statement.
Sincerely,
KILPATRICK STOCKTON LLP
By: /s/ David A. Stockton
David A. Stockton
a Partner
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
