<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
For Quarterly Period Ended March 30, 1997
Commission File Number 0-12016
------------------------------
INTERFACE, INC.
---------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1451243
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2859 PACES FERRY ROAD, SUITE 2000, ATLANTA, GEORGIA 30339
---------------------------------------------------------
(Address of principal executive offices and zip code)
(770) 437-6800
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
------ ------
Shares outstanding of each of the registrant's classes of common stock
at May 9, 1997:
Class Number of Shares
----- ----------------
Class A Common Stock, $.10 par value per share 20,844,050
Class B Common Stock, $.10 par value per share 2,719,838
<PAGE> 2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
INTERFACE, INC.
Date: May 16, 1997 By:/s/ Daniel T. Hendrix
---------------------
Daniel T. Hendrix
Senior Vice President
(Principal Financial Officer)
-18-
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT SEQUENTIAL
NUMBER PAGE NO.
<S> <C>
10.1 Form of Salary Continuation Agreement
</TABLE>
-19-
<PAGE> 1
EXHIBIT 10.1
FORM OF
SALARY CONTINUATION AGREEMENT
THIS SALARY CONTINUATION AGREEMENT (this "Agreement") is made and
entered into as of the ___ day of _____, 1997, by and between INTERFACE, INC., a
Georgia corporation (the "Company"), and _______________, a resident of _______
("Employee").
WITNESSETH:
WHEREAS, Employee is currently employed by the Company in the capacity
of ___________________________________;
WHEREAS, Employee has performed his duties in a capable and efficient
manner;
WHEREAS, the experience of Employee is such that assurance of his
continued service to the Company is considered essential to its future growth
and profits, and the Company desires to retain the valuable services and
business counsel of Employee and to induce Employee to remain in his managerial
and supervisory capacity with the Company;
WHEREAS, the Company further wishes to retain Employee so as to prevent
a substantial financial loss which the Company would incur if Employee left the
employment of the Company and entered the employment of a competitor;
WHEREAS, Employee is willing to continue in the employ of the Company,
provided the Company will agree to provide to Employee and his beneficiaries an
additional benefit in the form of certain payments in the event of Employee's
retirement, disability or death;
WHEREAS, Employee is considered a highly compensated employee or member
of a select management group of the Company;
WHEREAS, the Company and Employee entered into a salary continuation
agreement effective as of ___________________ (the "Prior Agreement"), and now
desire to modify the Prior Agreement in certain respects; and
WHEREAS, this Agreement, which continues, amends and restates the Prior
Agreement in its entirety, shall be deemed effective as of the original
effective date of the Prior Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
<PAGE> 2
1. Definitions. In addition to the terms defined elsewhere in
this Agreement, the following terms, when used with an initial capital letter,
shall have the meanings ascribed to them below:
(a) Authorized Leave of Absence means any period not to exceed
one year during which the Company, in its sole discretion, permits Employee to
be away from work and which the Company designates as an "authorized leave of
absence".
(b) Beneficiary means the person or persons designated (or deemed
designated) by Employee in accordance with the terms of Section 4(b) hereof to
receive any death benefit payable under this Agreement upon Employee's death.
(c) Cause means the reason for termination of Employee's
employment is (i) Employee's fraud, dishonesty, gross negligence or willful
misconduct with respect to business affairs of the Company, (ii) Employee's
refusal or repeated failure to follow the established lawful policies of the
Company applicable to persons occupying the same or similar positions; or (iii)
Employee's conviction of a felony or other crime involving moral turpitude.
(d) Change in Control shall mean and be deemed to occur on the
earliest of, and upon any subsequent occurrence of, the following:
(i) during such period as the holders of the Company's Class B
common stock are entitled to elect a majority of the Company's Board of
Directors, the Permitted Holders (defined below) shall at any time fail to be
the "beneficial owners" (as defined in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934) of a majority of the issued and outstanding
shares of the Company's Class B common stock;
(ii) at any time during which the holders of the Company's
Class B common stock have ceased to be entitled to elect a majority of the
Company's Board of Directors, the acquisition by any "person", entity or "group"
of "beneficial ownership" (as such terms are used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, and rules promulgated thereunder) of more
than 30 percent of the Company's outstanding capital stock entitled to vote for
the election of directors ("Voting Stock");
(iii) the effective time of (A) a merger, consolidation or
other business combination of the Company with one or more corporations as a
result of which the holders of the outstanding Voting Stock of the Company
immediately prior to such merger or consolidation hold less than 70 percent of
the Voting Stock of the surviving or resulting corporation, or (B) a transfer of
all or substantially all of the property or assets of the Company other than to
an entity of which the Company owns at least 70 percent of the Voting Stock, or
(C) a plan of complete liquidation of the Company; and
(iv) the election to the Board of Directors of the Company,
without the recommendation or approval of Ray C. Anderson if he is then serving
on the Board of Directors, or,
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if he is not then serving, of the incumbent Board of Directors of the Company,
of the lesser of (1) four directors, or (2) directors constituting a majority of
the number of directors of the Company then in office.
(e) Claims Manager means the Chief Financial Officer of the
Company or such other executive officer of the Company as may be designated by
the Company's Chief Executive Officer or Board of Directors to serve in such
capacity. In the absence of a designated Claims Manager, the Board of Directors
shall function as Claims Manager.
(f) Code means the Internal Revenue Code of 1986, as amended.
(g) Disability or Disabled means (i) with respect to the first 60
months of the period in which Employee claims he is unable to work, Employee's
mental or physical condition that has lasted for at least six continuous months,
that appears to be permanent or indefinite in nature and that prevents Employee
from performing all of the substantial and material duties of his regular
occupation; and (ii) with respect to the continuous, succeeding period (after
such initial 60 months) in which Employee claims he is unable to work,
Employee's mental or physical condition resulting from an injury or sickness
that prevents Employee from performing all of the substantial and material
duties of any occupation for which he is reasonably fitted by education,
training or experience.
(h) Earliest Retirement Date means the first date on which
Employee both has attained age 60 (but is not yet age 65) and completed 15 Years
of Employment.
(i) Early Retirement Date means the date, on or after Employee's
Earliest Retirement Date but before his Normal Retirement Date, on which
Employee actually retires from the employ of the Company, as described in
Section 3 hereof.
(j) Early Retirement Payments means the early retirement salary
continuation payments that will become payable to Employee if he retires on his
Early Retirement Date, as described in Section 3 hereof.
(k) Normal Retirement Date means the first date on which Employee
both has attained age 65 and completed 15 Years of Employment.
(l) Permitted Holders means the individuals listed on Schedule
10.11 to the Amended and Restated Credit Agreement dated June 30, 1995, by and
among the Company, certain of its subsidiaries, SunTrust Bank and the other
banks parties thereto (regardless of whether said agreement is terminated or
continues in force and effect), provided that, for purposes of this definition,
the reference to each such individual shall be deemed to include the members of
such individual's immediate family, such individual's estate, and any trusts
created by such individual for the benefit of members of such individual's
immediate family.
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(m) Salary Continuation Payments means the salary continuation
payments that will become payable to Employee if he retires on or after his
Normal Retirement Date, as described in Section 2 hereof.
(n) Schedule A means "Schedule A - Schedule of Benefit Amounts",
a copy of which is attached to this Agreement and incorporated herein by this
reference.
(o) Schedule B means "Schedule B - Beneficiary Designation Form",
a copy of which is attached hereto and incorporated herein by this reference.
(p) Year of Employment means each annual period, beginning on
April 1, 1973 (that is, the date Employee first became employed by the Company
or one of its affiliates), during which Employee is, or has been or is deemed to
be continuously employed by the Company or one of its affiliates. For purposes
hereof, Employee shall be deemed to be employed by the Company during any
Authorized Leave of Absence and any period of Disability. Furthermore, if
Employee is involuntarily terminated by the Company without Cause, Employee
shall be considered for all purposes of this Agreement as continuing to be
actively employed by the Company and his Years of Employment shall include the
period after any such termination.
2. Normal Retirement Benefit.
(a) Amount of Salary Continuation Payments. If Employee retires or
becomes Disabled on or after his Normal Retirement Date, the Company shall make
Salary Continuation Payments to Employee in the amount described under the
heading entitled "Salary Continuation Payments" in Schedule A.
(b) Commencement. Employee's Salary Continuation Payments shall
commence within 30 days after Employee's retirement and shall be made monthly
thereafter for and during the lifetime of Employee. If the Company involuntarily
terminates Employee's employment without Cause before Employee's Normal
Retirement Date, Employee nevertheless shall remain eligible to receive Salary
Continuation Payments upon attainment of his Normal Retirement Date; provided,
however, that if at the time Salary Continuation Payments first become payable
to Employee the term of Employee's employment agreement with the Company has not
yet expired and the Company has an obligation under said employment agreement to
continue to pay amounts of salary and bonus to employee for all or a portion of
the remaining term of said employment agreement, then the commencement of Salary
Continuation Payments to Employee hereunder shall be delayed until the earlier
of (i) the end of the term of said employment agreement for which payments of
salary and bonus are payable, or (ii) the date of the final payment of such
amounts.
(c) Post-Retirement Death Benefit. In the event Employee should
die after his Salary Continuation Payments have commenced, but before 120
payments have been made to or for his benefit, then the unpaid balance of such
120 payments shall continue to be paid by the Company to Employee's Beneficiary.
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3. Early Retirement Benefit.
(a) Eligibility for Benefit. If Employee retires or becomes
Disabled on or after his Early Retirement Date, the Company shall make Early
Retirement Payments to Employee, subject to the terms of this Section 3. For
such Early Retirement Payments to be due and payable, Employee must have given
the Secretary or any Assistant Secretary of the Company at least 90 days prior
written notice of such early retirement, and such notice shall specify
Employee's Early Retirement Date; provided, however, that if Employee is
Disabled he shall not be required to give such notice, and his Early Retirement
Payments automatically shall commence as of the later of (i) the date he becomes
Disabled, or (ii) his Earliest Retirement Date.
(b) Amount of Early Retirement Payments. The amount of Employee's
Early Retirement Payments will be the respective percentage (set forth below
opposite Employee's age on his Early Retirement Date) of the Salary Continuation
Payments which he would have otherwise received if he was retiring on his Normal
Retirement Date:
<TABLE>
<CAPTION>
Percentage of Salary
Age On Early Retirement Date Continuation Payments
---------------------------- ---------------------
<S> <C>
60 75%
61 80%
62 85%
63 90%
64 95%
</TABLE>
(c) Commencement. Employee's Early Retirement Payments shall
commence within 30 days after Employee's Early Retirement Date and shall be made
monthly thereafter for and during the lifetime of Employee. If the Company
involuntarily terminates Employee's employment without Cause on or before
Employee's Earliest Retirement Date, Employee nevertheless shall remain eligible
to receive Early Retirement Payments upon attainment of his Earliest Retirement
Date; provided, however, that if at the time Early Retirement Payments first
become payable to Employee the term of Employee's employment agreement with the
Company has not yet expired and the Company has an obligation under said
employment agreement to continue to pay amounts of salary and bonus to employee
for all or a portion of the remaining term of said employment agreement, then
the commencement of Early Retirement Payments to Employee shall be delayed until
the earlier of (i) the end of the term of said employment agreement for which
payments of salary and bonus are payable, or (ii) the date of the final payment
of such amounts; and, provided further, in this case, the Company shall
calculate the percentage reduction applicable to Employee's salary continuation
benefit based on Employee's age on the date Early Retirement Benefits actually
commence.
(d) Request for Delay of Early Retirement Payments. If, at least
12 months before Employee otherwise would first be entitled to any Early
Retirement Payments, Employee makes an election to defer his receipt of all of
his Early Retirement Payments to a date that is on or before the date he attains
age 65, the Company shall delay the commencement of benefits payable under this
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Section 3 and shall calculate the percentage reduction (if any) applicable to
Employee's benefit based on Employee's age as of the date he elects for his
benefits hereunder to commence. Employee may make two such elections to defer
the commencement of his Early Retirement Payments, but no such election shall
delay the commencement date beyond his Normal Retirement Date.
(e) Post-Retirement Death Benefit. In the event Employee should
die after his Early Retirement Payments have commenced, but before 120 payments
have been made to or for his benefit, then the unpaid balance of such 120
payments shall continue to be paid by the Company to Employee's Beneficiary.
4. Pre-Retirement Death Benefit.
(a) Amount of Death Benefit. If Employee dies (i) while actively
employed by the Company, (ii) during a Disability, (iii) after his termination
without Cause, or (iv) after his Early Retirement Date but before Salary
Continuation Payments or Early Retirement Payments have commenced (in accordance
with Section 3(d) above), the amount described under the heading entitled "Death
Benefit" in Schedule A shall be paid monthly, commencing within 30 days after
Employee's death, in 120 payments over a 10-year period. Notwithstanding
anything in this Agreement to the contrary, once Employee commences receiving
Salary Continuation Payments or Early Retirement Payments pursuant to the terms
of Sections 2 or 3 hereof, no payments shall be due or payable under this
subsection, and the death benefit payable to Employee's Beneficiary under this
Agreement shall be solely as described in Section 2 or 3, as applicable.
(b) Beneficiary Designation. Employee shall designate, and from
time to time may redesignate, his Beneficiary by completing the beneficiary
designation form attached hereto as Schedule B, or by notifying the Company in
such other form and manner as the Company may determine. In the event that (i)
Employee dies without designating a Beneficiary; (ii) the Beneficiary designated
by Employee is not surviving when a payment is to be made to such person under
this Agreement, and no contingent Beneficiary has been designated; or (iii) the
Beneficiary designated by Employee cannot be located by the Company within one
year from the date benefits are to be paid to such person; then, in any of such
events, the Beneficiary of such Employee with respect to any benefits that
remain payable under this Agreement shall be Employee's surviving spouse, if
there be one, and if not, Employee's estate.
5. Disability Benefit. If Employee becomes Disabled while
actively employed by the Company or following his termination by the Company
without Cause, the Company shall pay to Employee monthly payments, retroactive
to the date Employee's Disabled condition commenced, for a period of up to 60
months, in the amount described under the heading entitled "Disability Benefit"
in Schedule A. Such payments shall commence within 10 days after the expiration
of such six-month period, with the first payment being the total amount payable
for such six-month period then just ended. If Employee's Disability ends within
such 60-month period, the Company's obligation to make benefit payments under
this Section 5 with respect to the just-ended episode of Disability shall cease
immediately, whether or not Employee returns to work with the Company. If, after
the expiration of such 60-month period of Disability during which such monthly
payments are
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made, Employee's Disability (as defined in Section 1(g)(ii) hereof) continues,
the Company will continue the monthly disability payments until such Disability
terminates. Notwithstanding anything herein to the contrary, no disability
payments (or, if disability payments have begun, no further disability payments)
shall be due or payable under this Section 5 (whether during or after the first
60 months of Employee's Disability) for any period for which Salary Continuation
Payments or Early Retirement Payments are payable under Sections 2 or 3 hereof.
6. Other Provisions Relating to Benefits.
(a) Acceleration of Payments. The Company reserves the right to
accelerate the payment of any benefits payable under this Agreement without the
consent of Employee, his Beneficiary, his spouse, the duly appointed
representative of his estate or any other person claiming through Employee.
(b) Independence of Benefits. The benefits payable under this
Agreement shall be independent of, and in addition to, any other benefits or
compensation payable by the Company to Employee, whether as salary, bonus or
otherwise. This Agreement does not involve a reduction in salary or a foregoing
of an increase in future salary by Employee, nor does it in any way affect or
reduce the existing or future compensation or other benefits of Employee.
7. Conditions to Payment of Benefits. Notwithstanding anything
herein to the contrary, none of the benefits payable under this Agreement to
Employee or his Beneficiary shall be payable and all of such future benefits
shall be forfeited in the event and at the time Employee fails to meet or comply
with any of the following conditions in this Section 7:
(a) Continuation of Employment. Employee shall be continuously
employed by the Company until Employee's Earliest Retirement Date or his death,
whichever first occurs. During any Authorized Leave of Absence, any period of
Disability and any period following the Company's termination of Employee's
employment without Cause, Employee will still be considered to be in the
continuous employment of the Company for purposes of this Agreement.
(b) Consultation Services. Employee shall render such reasonable
business consulting and advisory services as the Board of Directors of the
Company may call upon him to provide, and as his health may permit, from time to
time during the period from his retirement to the earlier of the date of his
death or Disability. In this regard, it is understood that (i) such consulting
and advisory services shall not require Employee to be active in the Company's
day-to-day activities or require Employee to engage in any substantial travel,
(ii) Employee shall perform such services as an independent contractor, and
(iii) Employee shall be reimbursed for all ordinary and necessary business
expenses incurred in performing such services.
(c) Conflict of Interest. During his employment with the Company,
Employee shall not engage in any other business enterprise without the prior
written consent of the Company. After his retirement from the Company or after
his Disability and while he is receiving benefits, he shall not,
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without the Company's prior written consent, engage in any business activity
which is in competition with the Company.
(d) Suicide. Employee shall not commit suicide within two years
after the original effective date of the Prior Agreement, whether or not
Employee is then sane or insane.
(e) Compliance with Agreement. Employee shall comply in all
material respects with the terms of this Agreement.
8. Nature of Obligations.
(a) Currently Unfunded. The Company's obligations under this
Agreement shall be unfunded and unsecured promises to pay the benefits provided
for hereunder. Except as provided in subsection (b) hereof, in any other
agreement between the Company and Employee, or by the terms of any plan
sponsored by the Company, the Company shall not be obligated to fund its
obligations under this Agreement; provided, however, that even if not otherwise
required to do so, the Company, in its sole discretion, may elect to fund its
obligations under this Agreement in whole or in part.
(b) Funding Upon a Change in Control. Notwithstanding anything to
the contrary contained in this Agreement, immediately upon and coincident with a
Change in Control, the Company shall contribute to an irrevocable grantor trust
(generally referred to as a "rabbi trust"), for which an independent bank or
financial institution serves as the trustee, an amount of cash equal to the
current single sum present value of the Company's obligation hereunder to
Employee, assuming Employee were to remain actively employed until age 65. Such
single sum present value amount shall be measured as of the date the Change in
Control occurs and shall be determined by applying the mortality tables
prescribed in Code Section 417(e) and an interest rate that is the lesser of (i)
six percent or (ii) the interest rate used by the Pension Benefit Guaranty
Corporation as of the first day of the calendar year in which the Change in
Control occurs to value immediate annuities on termination of a Code Section
401(a) qualified defined benefit pension plan. The terms of such rabbi trust
shall require the trustee thereof to make payments in accordance with the terms
of this Agreement and shall prohibit the trustee from permitting a reversion to
the Company of any trust assets until the Company's obligations under this
Agreement shall be satisfied in full. The terms of the trust also shall prohibit
the investment in any equity interests of the Company with any cash (or
investment earnings attributable thereto) contributed with respect to the
obligations hereunder. Notwithstanding this mandatory funding of the rabbi
trust, if the assets of the trust are insufficient or the trustee for any reason
is unable or unwilling to make the payments required hereunder, the Company
shall make such payments.
(c) Investments. It is understood that the Company may make
investments so that it will have segregated assets to help pay its obligations
hereunder; and, in this regard, Employee hereby agrees to submit to appropriate
medical examinations, supply such information and execute such documents, as the
Company may reasonably require with respect to such investments. It is
understood and agreed that Employee shall have no beneficial or other interest
in any such
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investment, which, subject to Section 8(a) and (b) above, at all times shall
remain a part of the Company's general assets accessible to its creditors.
Accordingly, subject to Section 8(a) and (b) above, the rights of Employee,
Employee's Beneficiary or any other person claiming through Employee under this
Agreement shall be solely those of an unsecured general creditor of the Company.
Employee, his Beneficiary or any other person claiming through Employee, shall
only have the right to receive from the Company those payments which are
specified under this Agreement. No asset used or acquired by the Company in
connection with its obligations and liabilities hereunder shall be deemed to be
held under any trust for the benefit of Employee or his Beneficiary (except as
provided in Section 8(a) and (b) above), nor shall any such asset be considered
as security for the performance of the obligations and liabilities of the
Company hereunder.
9. Employment Rights. This Agreement shall not be deemed to
constitute a contract of employment between the Company and Employee, and shall
not create any rights in Employee to continue in the Company's employ for any
specific period of time or any other rights in Employee or obligations on the
part of the Company, except as are expressly set forth herein. No provision
hereof shall restrict the right of the Company to discharge Employee or restrict
the right of Employee to terminate his employment with the Company.
10. Nonalienation of Benefits. No right or benefit under this
Agreement shall be subject to anticipation, alienation, sale, assignment,
pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge the same shall be void. No right or benefit
hereunder shall in any manner be liable for or subject to the debts, contracts,
liabilities or torts of Employee or his Beneficiary. If Employee or his
Beneficiary shall become bankrupt or attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge any right or benefit hereunder, then such
right or benefit shall, in the discretion of the Board of Directors of the
Company, cease and terminate; and in such event, the Company may hold or apply
same or any part thereof for the benefit of Employee or his Beneficiary, his
spouse, children or other dependents, or any of them, in such manner and in such
proportion as the Board of Directors of the Company may deem proper under the
then existing circumstances. Notwithstanding the foregoing, the Company shall
have the right, exercisable solely in its discretion, to offset against any
benefits payable hereunder, at the time same become payable to Employee (or to
his Beneficiary in the event of his death), any then existing indebtedness of
any kind of Employee to the Company, whether or not such indebtedness is
otherwise deemed due and payable.
11. Agreement Binding on Successors. This Agreement is solely
between the Company and Employee, and Employee and his Beneficiary shall have
recourse only against the Company and its successors and assigns for enforcement
hereof, except to the extent a "rabbi trust" is established pursuant to Section
8(b) hereof. This Agreement will be binding upon Employee's Beneficiary, heirs
and personal representatives and upon the successors and assigns of the Company.
Any person or business entity succeeding to all or substantially all of the
business of the Company by stock purchase, merger, consolidation, purchase of
assets or otherwise, shall be bound by and shall adopt and assume this Agreement
(which assumption shall not negate the obligation of the Company to immediately
fund its obligations hereunder in the event of a Change in Control, as provided
in
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Section 8(b) hereof), and the Company shall obtain the express assumption of
this Agreement by any such successor.
12. Claims Manager and Claims Procedure.
(a) Claims Procedure. Benefits shall be paid in accordance with
the provisions of this Agreement. The Claims Manager shall be the Company's
representative for purposes of making all determinations as to the right of
Employee or any other person to a benefit under this Agreement, and any requests
for such a benefit must be made in a writing mailed or delivered to the Claims
Manager. If such a request is wholly or partially denied, notice of the decision
shall be mailed to the claiming person no later than 45 days after the receipt
of the request by the Claims Manager. Such a notice of denial shall include the
following:
(i) The specific reason or reasons for such denial;
(ii) The specific reference to pertinent provisions of
this Agreement on which the denial is based;
(iii) A description of any additional material or
information necessary for the claimant to submit to perfect the claim and an
explanation of why such material or information is necessary; and
(iv) A description of this Agreement's claim review
procedure.
(b) Claim Review Procedure. The claim review procedure is
available upon written request by the claimant to the Claims Manager within 60
days after receipt by the claimant of written notice of the denial of the claim,
and includes the right to examine pertinent documents and Company data and
submit issues and comments in writing to the Claims Manager. The decision on
review will be in writing and written in a manner calculated to be understood by
the claimant, will be made within 30 days after receipt of the request for
review (unless special circumstances warrant an extension of time not to exceed
an additional 30 days), and will include specific reasons for the decision with
references to the specific Agreement provisions on which the decision is based.
13. General Provisions.
(a) Notices. All notices, consents and other communications
required or authorized to be given by either party to the other under this
Agreement shall be in writing and shall be deemed to have been given or
submitted (i) upon actual receipt if delivered in person or by facsimile
transmission, (ii) upon the earlier of actual receipt or the expiration of two
business days after sending by express courier (such as UPS or Federal Express),
and (iii) upon the earlier of actual receipt or the expiration of seven days
after mailing if sent by registered or certified express mail, postage prepaid,
to the parties at the following addresses:
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To the Company: Interface, Inc.
2859 Paces Ferry Road, Suite 2000
Atlanta, Georgia 30339
Fax No.: 770-437-6822
Attn: Chief Executive Officer
With a copy to: Interface, Inc.
2859 Paces Ferry Road, Suite 2000
Atlanta, Georgia 30339
Fax No.: 770-319-6270
Attn: General Counsel
To Employee:
----------------------------------
Employee shall be responsible for providing the Company with a current address.
Either party may change its address (and facsimile number) for purposes of
notices under this Agreement by providing notice to the other party in the
manner set forth above.
(b) Entire Agreement; Governing Law. This Agreement contains the
entire agreement between the parties hereto relating to the matters provided
herein, and no representation or warranty not expressly contained or
incorporated by reference herein is made by either party. This Agreement shall
not be modified or amended in any manner except by an instrument in writing
executed by the parties or their respective successors in interest, which makes
reference to this Agreement. To the extent not controlled by the terms of the
Employee Retirement Income Security Act of 1974, as amended, this Agreement
shall be governed by, and construed and enforced in accordance with, Georgia
law. The provisions of this Agreement are severable, and the validity or
invalidity of one or more of the provisions herein shall not have any effect
upon the validity or enforceability of any other provision.
(c) Affiliates. For purposes of this Agreement, Employee shall be
considered as being employed by the Company if he is employed by any corporation
controlled by the Company (such as a subsidiary, or a subsidiary of a
subsidiary) or a corporation which is a successor of the Company.
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IN WITNESS WHEREOF, the individual party has executed this Agreement,
and the corporate party has caused this Agreement to be executed by its duly
authorized officers, as of the date first written above.
INTERFACE, INC.
By:
---------------------------------------
Attest:
----------------------------------
EMPLOYEE:
------------------------------------------
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SCHEDULE A
SCHEDULE OF BENEFIT AMOUNTS
Salary Continuation Payments
A monthly payment equivalent to the amount which is 1/12th of 40% of
the average annual compensation (including only salary and cash bonus, exclusive
of compensation from stock options, restricted stock and any other benefit or
compensation program) paid by the Company for the three calendar years of
Employee's highest compensation during the last five full calendar years of
Employee's employment with the Company ending on or prior to the effective date
of Employee's retirement. (The cash bonus applicable to a particular calendar
year is the bonus paid typically within the first calendar quarter of the
following year.)
Death Benefit
A monthly payment equivalent to the amount which is 1/12th of 40% of
the average annual compensation (including only salary and cash bonus, exclusive
of compensation from stock options, restricted stock and any other benefit or
compensation program) paid by the Company for the three calendar years of
Employee's highest compensation during the last five full calendar years of
Employee's employment with the Company ending on or prior to the date of
Employee's death.
Monthly Disability Benefit
Employee's monthly disability payment shall be that percentage of his
compensation at the time of commencement of Disability which, combined with all
other Company-sponsored disability security payments (excluding Social Security)
then being paid to Employee (or to which he is entitled), equals 66 2/3% of the
compensation payable by the Company to Employee at the commencement of such
Disability. For purposes of this section, "compensation" shall have the same
meaning as in the Company's disability insurance policy covering Employee at the
time his Disability commenced, and if no such policy is then in effect, shall be
construed to be average annual compensation as described for the benefits above.
<PAGE> 14
SCHEDULE B
BENEFICIARY DESIGNATION FORM
[ ] New Election [ ] Change of Election Effective Date:
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A. EMPLOYEE INFORMATION
NAME:
------------------------------------------------------------------
ADDRESS:
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SOCIAL SECURITY NO.:
-------------------------
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B. BENEFICIARY DESIGNATION
I hereby revoke all previously designated beneficiaries, if any, and
hereby direct that, upon my death, any death benefit payable under the
Salary Continuation Agreement between Interface, Inc. and me, dated as
of April 1, 1997, to my survivor(s), shall be paid to the following
person (persons) as my primary or secondary beneficiary (beneficiaries)
in the following proportions:
<TABLE>
<S> <C> <C> <C>
Primary Beneficiary(ies) - Name & Address Relationship Social Security # Percentage
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Secondary Beneficiary(ies) - Name & Address Relationship Social Security # Percentage
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
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C. SIGNATURE OF EMPLOYEE
I hereby acknowledge that I have read the instructions attached to this
form and that all of the information I have provided on this form is
true and correctly indicates my wishes.
-------------------------------------
(Employee's Signature)
-------------------------------------
(Date)
<PAGE> 15
INSTRUCTIONS
BE SURE THAT YOU READ THESE INSTRUCTIONS BEFORE COMPLETING THIS
BENEFICIARY DESIGNATION FORM.
- --------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
Under the terms of the Salary Continuation Agreement, you have the right to
designate the person or persons who will be your beneficiary and receive your
death benefit. To designate one or more beneficiaries, you should complete this
form.
- --------------------------------------------------------------------------------
EMPLOYEE INFORMATION
Fill in the requested information completely and accurately.
- --------------------------------------------------------------------------------
BENEFICIARY DESIGNATION
You may appoint one or more primary beneficiaries and one or more secondary
beneficiaries. A secondary beneficiary will only receive your unpaid death
benefit if your primary beneficiaries do not survive you. If you designate two
or more primary beneficiaries and one of the primary beneficiaries does not
survive you, the remaining primary beneficiary or beneficiaries will receive
your unpaid death benefit. The secondary beneficiary will only receive benefits
if no primary beneficiaries are surviving.
You may designate the percentage of your unpaid death benefit each beneficiary
should receive. If you do not so indicate, your death benefit will be divided
equally.
- --------------------------------------------------------------------------------
SIGNATURE OF EMPLOYEE
The form will be rejected if you do not sign it.
