REGULATION S-K SCHEDULE TO FORM OF SALARY CONTINUATION AGREEMENT
REGULATION
S-K SCHEDULE TO
FORM
OF
SALARY CONTINUATION AGREEMENT
The
following Form of Salary
Continuation Agreement has been used by the Company to enter into individual
agreements with each of the following employees:
1.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President and Chief Executive Officer.
2.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President-Administration, General Counsel and
Secretary.
3.
▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President (and a subsidiary President).
THIS
SALARY CONTINUATION AGREEMENT (this “Agreement”) is made and entered into as of
the 1st day of January, 2008, by and between Interface, Inc., a Georgia
corporation (the “Company”), and _______________, a
resident of _________________ (“Employee”).
W
I T N E S S E T H:
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 ________________, which was previously amended and restated several times,
most recently pursuant to an agreement dated October 1, 2002 (the “Prior
Agreement”);
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WHEREAS,
the Compensation Committee of the Company’s Board of Directors approved, on
October 24, 2007, certain changes to the Prior Agreement (to be effective
January 1, 2008), including changes to bring the Prior Agreement into
compliance with Section 409A of the Internal Revenue Code of 1986, as amended
(“Code Section 409A”), and the Company and Employee now desire to amend and
restate the Prior Agreement in certain respects; and
WHEREAS,
this Agreement, which continues, amends and restates the Prior Agreement in
its
entirety and was approved by the Compensation Committee on December 13, 2007,
shall be deemed effective as of January 1, 2008;
NOW,
THEREFORE, in consideration of the respective covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1.
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)
Annual
Compensation means salary and cash bonus paid by the Company to Employee
for a particular calendar year, and excludes compensation from stock options,
restricted stock and any other benefit or compensation program. (For
purposes of clarity, and based on the method in which the Company currently
operates its annual bonus program, the cash bonus applicable to a particular
calendar year is the aggregate of the bonus paid typically on a quarterly basis
during the year and within the first calendar quarter of the following
year).
(b)
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.”
(c)
Beneficiary
means the person or persons (which may be Employee’s estate) designated (or
deemed designated) by Employee in accordance with the terms of Section 6(a)
hereof to receive any death benefit payable under this Agreement upon Employee’s
death.
(d)
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; provided, however, that following a
Change in Control, “Cause” means the reason for termination of Employee’s
employment is (x) an act that constitutes, on the part of Employee, fraud,
dishonesty, gross negligence or willful misconduct and which directly results
in
injury to the Company, or (y) Employee’s conviction of a felony or other crime
involving moral turpitude.
(e)
Change in
Control means, and a “Change in Control” shall be deemed to occur on the
earliest of (and upon any subsequent occurrence of), the following:
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(i)
A change of ownership or effective control of the Company, or a change in the
ownership of a substantial portion of the assets of the Company, all within
the
meaning of Code Section 409A and guidance issued thereunder. As a general
overview, Code Section 409A defines “change in control” as any of the
following:
(A)
Change in the
Ownership of the Company. A change in ownership of the Company
occurs on the date that any one person, or more than one person acting as a
group, acquires ownership of stock of the Company that, together with stock
then
held by such person or group constitutes more than 50 percent of the total
fair market value or total voting power of the stock of the
Company. However, if any one person, or more than one person acting
as a group, is considered to own more than 50 percent of the total fair market
value or total voting power of the stock of the Company, the acquisition of
additional stock by the same person or persons is not considered to cause a
change in the ownership of the Company or to cause a change in the effective
control of the Company. An increase in the percentage of stock owned
by any one person, or persons acting as a group, as a result of a transaction
in
which the Company acquires its stock in exchange for property will be treated
as
an acquisition of stock for purposes of this clause (A). This clause
(A) applies only when there is a transfer of stock of the Company (or issuance
of stock of the Company) and stock in the Company remains outstanding
after the transaction.
(B)
Change in the
Effective Control of the Company. A change in the effective control of
the Company will occur on either of the following dates:
(1)
The date any one person, or more than one person acting as a group, acquires
(or
has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the Company
possessing 30 percent or more of the total voting power of the stock of the
Company; or
(2)
The date a majority of members of the Board is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority
of the members of the Company’s Board before the date of the appointment or
election.
(C)
Change in the
Ownership of a Substantial Portion of the Company’s Assets. A
change in the ownership of a substantial portion of the Company’s assets occurs
on the date that any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of
the
most recent acquisition by such person or persons) assets from the Company
that
have a total gross fair market value equal to or more than 40 percent of the
total gross fair market value of all of the assets of the Company immediately
before such acquisition or acquisitions.
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(ii)
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 51 percent of the voting stock of the surviving
or
resulting corporation, or (B) a plan of complete liquidation of the
Company.
(iii)
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, (A) the
date 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, or (B) the date of the election
to the Board of Directors of the Company, without the recommendation or approval
of ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ if he is then serving on the Board of Directors, or, if
he is
not then serving, of the incumbent Board of Directors of the Company, of the
lesser of (1) four directors, or (2) directors constituting a majority of the
number of directors of the Company then in office.
(f)
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 (which designation shall be
communicated to Employee by written notice). In the absence of a designated
Claims Manager, the Board of Directors shall function as Claims
Manager.
(g)
Code means the
Internal Revenue Code of 1986, as amended.
(h)
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.
(i)
Earliest Retirement
Date means the first date on which Employee both has attained age 55 (but
is not yet age 65) and completed 15 Years of Employment.
(j)
Early Retirement
Date means (i) the date, on or after Employee’s Earliest Retirement Date
but before his Normal Retirement Date, on which Employee actually Separates
from
Service; or (ii) under certain circumstances where Employee’s actual employment
has terminated prior to the Earliest Retirement Date but Employee is deemed
to
be continuously employed, the Earliest Retirement Date.
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(k)
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.
(l)
Normal Retirement
Date means the first date on which Employee both has attained age 65 and
completed 15 Years of Employment.
(m)
Permitted
Holders means ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇, and ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, II; 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.
(n)
Salary Continuation
Payments means the salary continuation payments that will become payable
to Employee if he Separates from Service on or after his Normal Retirement
Date,
as described in Section 2 hereof.
(o)
Separation from
Service (and Separates from Service) means separation
from
service with the Company and its affiliated entities as defined in Code Section
409A and guidance issued thereunder. As a general overview, under
Code Section 409A, an employee separates from service if the employee dies,
retires, or otherwise has a termination of employment determined in accordance
with the following:
(i)
Leaves of Absence. The employment relationship is treated as continuing intact
while Employee is on military leave, sick leave, or other bona fide leave of
absence if the period of such leave does not exceed six months, or, if longer,
so long as Employee retains a right to reemployment with the Company under
an
applicable statute or by contract. A leave of absence constitutes a bona fide
leave of absence only if there is a reasonable expectation that Employee will
return to perform services for the Company. If the period of leave exceeds
six
months and Employee does not retain a right to reemployment under an applicable
statute or by contract, the employment relationship is deemed to terminate
on
the first day immediately following such six-month period.
(ii)
Status Change. Generally, if Employee performs services both as an employee
and
an independent contractor, Employee must separate from service both as an
employee, and as an independent contractor pursuant to standards set forth
in
Treasury Regulations, to be treated as having a Separation from Service.
However, if Employee provides services to the Company as an employee and as
a
member of the Board of Directors, the services provided as a director are not
taken into account in determining whether Employee has a Separation from Service
as an employee for purposes of this Agreement.
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(iii)
Termination of Employment. Whether a termination of employment has occurred
is
determined based on whether the facts and circumstances indicate that the
Company and Employee reasonably anticipated that no further services would
be
performed after a certain date or that the level of bona fide services Employee
would perform after such date (whether as an employee or as an independent
contractor) would permanently decrease to no more than 49 percent of the average
level of bona fide services performed (whether as an employee or an independent
contractor) over the immediately preceding 36-month period (or the full period
of services to the Company if Employee has been providing services to the
Company less than 36 months). Facts and circumstances to be considered in making
this determination include, but are not limited to, whether Employee continues
to be treated as an employee for other purposes (such as continuation of salary
and participation in employee benefit programs), and whether similarly-situated
service providers have been treated consistently. For periods during which
Employee is on a paid bona fide leave of absence and has not otherwise
terminated employment as described in clause (i) above, for purposes of this
clause (iii) Employee is treated as providing bona fide services at a level
equal to the level of services that Employee would have been required to perform
to receive the compensation paid with respect to such leave of
absence. Periods during which Employee is on an unpaid bona fide
leave of absence and has not otherwise terminated employment are disregarded
for
purposes of this clause (iii) (including for purposes of determining the
applicable 36-month (or shorter) period). The Company and Employee
reasonably anticipate, as of the date of this Agreement, that the level of
Employee’s post-employment services for the Company, if any, will be no more
than 49% of the historical level of services (as described hereinabove) that
Employee has provided (such that he will have a Section 409A Separation from
Service as of the date of his termination of
employment). Notwithstanding the foregoing, the parties acknowledge
that they should reassess the anticipated level of services as of the date
of
Employee’s termination of employment to confirm that it is sufficiently limited
so that such termination date will be the date of Employee’s Section 409A
Separation from Service. While it is anticipated Employee’s Section
409A Separation from Service will occur on the date that his employment
terminates, this Agreement is drafted to take into account the chance that
it
will not.
(iv)
Service with Affiliates. For purposes of determining whether a Separation from
Service has occurred under the above provisions, the “Company” shall include the
Company and all entities that would be treated as a single employer with the
Company under Code Section 414(b) or (c), but substituting “at least 50 percent”
instead of “at least 80 percent” each place it appears in applying such
rules.
(p)
Schedule A
means “Schedule A – Schedule of Benefit Amounts,” a copy of which is attached to
this Agreement and incorporated herein by this reference.
(q)
Schedule B
means “Schedule B – Beneficiary Designation Form,” a copy of which is attached
hereto and incorporated herein by this reference.
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(r)
Spouse means
the spouse of Employee to whom Employee is married, pursuant to a religious
or
civil ceremony recognized by the laws of the State where the marriage was
contracted, on the date such status is being determined.
(s)
Treasury
Regulations means the applicable regulations promulgated by the Secretary
of Treasury under Code Section 409A.
(t)
Voluntary
Termination means a termination of employment that is voluntary
on the
part of Employee and, in the judgment of Employee, is due to (i) a reduction
of
Employee's responsibilities, title or status resulting from a formal change
in
such title or status, or from the assignment to Employee of any duties
inconsistent with Employee's title, duties or responsibilities in effect within
the year prior to the Change in Control; (ii) a reduction in Employee's
compensation or benefits; or (iii) a Company-required involuntary relocation
of
Employee's place of residence or a significant increase in Employee's travel
requirements.
(u)
Year of
Employment means each 12-month period, beginning on ________________
(that is, the date Employee first became employed by the Company or one of
its
affiliates) and each anniversary thereof, 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’s employment is terminated by the Company without
Cause, or if a Voluntary Termination occurs within six months prior to, or
within 24 months following, the date of a Change in Control, Employee shall
be
deemed for purposes of this Agreement as continuing to be actively employed
by
the Company until his Earliest Retirement Date, and his Years of Employment
shall include such period after any such termination.
2.
Normal Retirement
Benefit.
(a)
Salary Continuation
Payments. If Employee Separates from Service 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 hereto.
(b)
Commencement. Employee’s
Salary Continuation Payments shall commence on the day after the six-month
anniversary of Employee’s Separation from Service and such Salary Continuation
Payments shall be made on the first day of each calendar month thereafter for
and during the lifetime of Employee (provided, however, that specified payments
may continue after Employee’s death pursuant to subsection (c) or (d)
below). The first such Salary Continuation Payment shall be equal to
one Salary Continuation Payment multiplied by seven (i.e., to include a
“catch-up” lump sum payment for the six-month delay in payments required by Code
Section 409A).
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(c)
Post-Retirement
Death
Benefit. Unless Employee has elected a Joint and Survivor
Annuity pursuant to subsection (d) below, 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. If Employee’s Beneficiary (in this instance, a named
person or persons) dies before a total of 120 monthly payments have been made
to
Employee and such Beneficiary, then the unpaid balance of such 120 payments
shall continue to be paid by the Company to Employee’s estate.
(d)
Optional Forms of
Salary Continuation Payments. If Employee has a Spouse, he may
waive the normal form of payment of Salary Continuation Payments described
in
Section 2(b) above and elect an optional form of payment in accordance with
the
following:
(i)
Such waiver and election must be made by Employee at least six months prior
to
the date the Salary Continuation Payments are to commence to Employee (unless
the Company establishes a shorter time period, which must be no less than at
least one day prior to the date on which Employee’s Salary Continuation Payments
are scheduled to commence).
(ii)
Employee may elect from the following optional forms of payment: a monthly
annuity for the life of Employee, with a survivor monthly income for the life
of
Employee’s Spouse in an amount equal to either 50% or 100% of the monthly
annuity payable during the life of Employee (the “Joint and Survivor
Annuity”). If Employee elects the 50% Joint and Survivor Annuity, his
Salary Continuation Payments (the monthly annuity) will be reduced to 92.5%
of
the amount otherwise payable (and his Spouse would receive, after Employee’s
death, 46.25% of the amount otherwise payable); if he elects the 100% Joint
and
Survivor Annuity, his Salary Continuation Payments will be reduced to 83.33%
of
the amount otherwise payable (and his Spouse would continue to receive, after
Employee’s death, 41.67% of the amount otherwise
payable). Notwithstanding the foregoing, if such early retirement
reduction factors are determined not to be “actuarially equivalent” to the
normal form of payment, within the meaning of Section 1.409A-2(b)(2)(ii) of
the
Treasury Regulations, then the Salary Continuation Payments (and derived Joint
and Survivor Annuity) shall be in an amount calculated using either (A) the
reduction factors specified above, or (B) reasonable actuarial methods and
assumptions designed to ensure such Salary Continuation Payments are
“actuarially equivalent” within the meaning of such regulation, whichever
provides the larger monthly annuity benefit payable during the life of
Employee.
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(iii)
If Employee elects the Joint and Survivor Annuity and he or his Spouse dies
or
they are divorced before the date Salary Continuation Payments are to commence,
his election of the Joint and Survivor Annuity shall be revoked automatically.
If Employee elects the Joint and Survivor Annuity and Salary Continuation
Payments (the monthly annuity) commence to Employee, his Salary Continuation
Payments thereafter shall not be changed by reason of the death of his Spouse
during his own lifetime. If the person who was Employee’s Spouse at the date
Salary Continuation Payments commence to Employee ceases to be his Spouse prior
to his date of death, such person shall continue to be entitled to the survivor
annuity provided for in clause (ii) above.
(iv)
If Employee’s Spouse is receiving Joint and Survivor Annuity payments and the
Spouse dies before a total of 120 monthly payments have been made to Employee
and his Spouse, then the unpaid balance of such 120 monthly payments (in the
monthly amount the Spouse was receiving) shall continue to be paid by the
Company to Employee’s estate.
3.
Early Retirement
Benefit.
(a)
General Eligibility
for Benefit. If either (i) on or after his Earliest Retirement
Date, Employee Separates from Service for any reason, or (ii) before Employee’s
Earliest Retirement Date, Employee Separates from Service as a result of
Company’s termination of Employee’s employment without Cause (or as a result of
a Voluntary Termination within six months prior to, or within 24 months
following, the date of a Change in Control), the Company shall make Early
Retirement Payments to Employee, in accordance with the terms of this Section
3.
(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 that
he
would have otherwise received if he was retiring on his Normal Retirement Date,
as follows:
|
Age
on Early
Retirement
Date
|
Percentage
of Salary
Continuation
Payment
|
|
55
|
60%
|
|
56
|
64%
|
|
57
|
68%
|
|
58
|
72%
|
|
59
|
76%
|
|
60
|
80%
|
|
61
|
84%
|
|
62
|
88%
|
|
63
|
92%
|
|
64
|
96%
|
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(c)
Commencement. Upon
Separation from Service on or after his Earliest Retirement Date (per Section
3(a)(i) above), Employee’s Early Retirement Payments shall commence beginning on
the day after the six-month anniversary of Employee’s Early Retirement Date and
shall be made on the first day of each calendar month thereafter for and during
the lifetime of Employee (provided, however, that specified payments may
continue after Employee’s death pursuant to subsection (d) or (e)
below). The first Early Retirement Payment shall be equal to the
amount of one Early Retirement Payment multiplied by seven (i.e., to include
a
“catch-up” lump sum payment for the six-month delay in payments required by Code
Section 409A). Upon a Separation from Service before Employee’s
Earliest Retirement Date (under circumstances described in Section 3(a)(ii)
above), Employee’s Early Retirement Payments shall commence beginning on the
later of (x) Employee’s Earliest Retirement Date, or (y) the day after the
six-month anniversary of Employee’s Separation from Service, and shall be made
on the first day of each calendar month thereafter for and during the lifetime
of Employee (provided, however, that specified payments may continue after
Employee’s death pursuant to subsection (d) or (e) below). The first
such Early Retirement Payment will be equal to (A) one Early Retirement
Payment multiplied by (B) one plus the number of months (if any) since
Employee’s Earliest Retirement Date during which no Early Retirement Payment was
made (i.e., to include a “catch-up” lump sum payment for any delay in payments
required by Code Section 409A).
(d)
Post-Retirement
Death
Benefit. Unless Employee has elected a Joint and Survivor
Annuity pursuant to subsection (e) below, 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. If
Employee’s Beneficiary (in this instance, a named person or persons) dies before
a total of 120 payments have been made to Employee and such Beneficiary,
then the unpaid balance of such 120 payments shall continue to be paid by the
Company to Employee’s estate.
(e)
Optional Forms of
Early Retirement Payments. If Employee has a Spouse, he may
waive the normal form of payment of Early Retirement Payments described in
Section 3(c) above and elect an optional form of payment in accordance with
the
following:
(i)
Such waiver and election must be made by Employee at least six months prior
to
the date Early Retirement Payments are to commence to Employee (unless the
Company establishes a shorter time period, which must be no less than at least
one day prior to the date on which Employee’s Early Retirement Payments are
scheduled to commence).
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(ii)
Employee may elect from the following optional forms of payment: a monthly
annuity for the life of Employee, with a survivor monthly income for the life
of
Employee’s Spouse in an amount equal to either a 50% or 100% Joint and Survivor
Annuity. If Employee elects the 50% Joint and Survivor Annuity, his
Early Retirement Payments (the monthly annuity) will be reduced to 92.5% of
the
amount otherwise payable (and his Spouse would receive, after Employee’s death,
46.25% of the amount otherwise payable); if he elects the 100% Joint and
Survivor Annuity, his Early Retirement Payments will be reduced to 83.33% of
the
amount otherwise payable (and his Spouse would continue to receive, after
Employee’s death, 41.67% of the amount otherwise
payable). Notwithstanding the foregoing, if such early retirement
reduction factors are determined not to be “actuarially equivalent” to the
normal form of payment, within the meaning of Section 1.409A-2(b)(2)(ii) of
the
Treasury Regulations, then the Early Retirement Payments (and derived Joint
and
Survivor Annuity) shall be calculated in an amount using either (A) the
reduction factors specified above, or (B) reasonable actuarial methods and
assumptions designed to ensure such Early Retirement Payments are “actuarially
equivalent” within the meaning of such regulation, whichever provides the larger
monthly annuity benefit payable during the life of Employee.
(iii)
If Employee elects the Joint and Survivor Annuity and he or his Spouse dies
or
they are divorced before the date the Early Retirement Payments are to commence,
his election of the Joint and Survivor Annuity shall be revoked automatically.
If Employee elects the Joint and Survivor Annuity and Early Retirement Payments
(the monthly annuity) commence to Employee, his Early Retirement payments
thereafter shall not be changed by reason of the death of his Spouse during
his
own lifetime. If the person who was Employee’s Spouse at the date Early
Retirement Payments commence to Employee ceases to be his Spouse prior to his
date of death, such person shall continue to be entitled to the survivor annuity
provided for in clause (ii) above.
(iv)
If Employee’s Spouse is receiving Joint and Survivor Annuity payments and the
Spouse dies before a total of 120 monthly payments have been made to Employee
and his Spouse, then the unpaid balance of such 120 monthly payments (in the
monthly amount the Spouse was receiving) shall continue to be paid by the
Company to Employee’s estate.
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4.
Pre-Retirement Death
Benefit. If Employee dies (i) while actively employed by the
Company, (ii) during a Disability, (iii) at any time after his termination
by
the Company without Cause, or after a Voluntary Termination which occurred
within six months prior to, or within 24 months following, the date of a Change
in Control, or (iv) after his Early Retirement Date but before Salary
Continuation Payments or Early Retirement Payments have commenced (in accordance
with Sections 2 and 3 above), then in lieu of the amounts payable under said
Sections, 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 to Employee’s
Beneficiary. If Employee’s Beneficiary (in this instance, a named
person or persons) dies before a total of 120 monthly payments have been
made to such Beneficiary, then the unpaid balance of such 120 payments
shall continue to be paid by the Company to Employee’s
estate. Notwithstanding anything in this Agreement to the contrary,
once Employee commences receiving Salary Continuation Payments or Early
Retirement Payments pursuant to the terms of Section 2 or Section 3 hereof,
no
payments shall be due or payable under this Section 4, and the death benefit
payable to Employee’s Beneficiary under this Agreement shall be solely as
described in Section 2 or Section 3, as applicable.
5.
Disability
Benefit. If Employee becomes Disabled while actively employed
by the Company or following his termination by the Company without Cause (or
following a Voluntary Termination which occurred within six months prior to,
or
within 24 months following, the date of a Change in Control), the Company will
provide disability benefits to Employee as provided herein.
(a)
Amount of Disability
Benefits. After the Disability has lasted six continuous
months, the Company shall pay to Employee monthly payments, for a period of
60 months, in the amount described under the heading entitled “Monthly
Disability Benefit” in Schedule A. (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 made, Employee’s Disability
(as defined in Section 1(h)(ii) hereof) continues, the Company will continue
the
monthly disability payments until the occurrence of circumstances described
under subsection (c) below. Notwithstanding anything herein to the
contrary, if Employee becomes eligible to begin receiving Early Retirement
Benefits pursuant to Section 3 while Employee is receiving such monthly
disability benefits, Employee’s monthly disability benefits shall be reduced by
the amount of Employee’s Early Retirement Benefit.
(b)
Commencement.
(i)
To the extent that the monthly disability
benefits are welfare benefits exempt from Code Section 409A (which is consistent
with the Company’s interpretation of Section 1.409A-1(a)(5) of the Treasury
Regulations), such monthly disability benefits shall commence beginning on
the
day after the six-month anniversary of the first day of Employee’s
Disability.
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(ii)
To the extent that the monthly disability benefits are not exempt from Code
Section 409A, such monthly disability benefits shall commence beginning on
the
day after the six-month anniversary of Employee’s Separation from Service;
provided, that the first such monthly payment shall include an additional amount
equal to the aggregate amount of monthly disability benefits, if any, that
would
have been payable under clause (i) hereinabove (but for such amounts not being
exempt from Code Section 409A).
(c)
Cessation of
Disability Benefits. Employee’s disability benefit pursuant to
this Section 5 (with respect to each incidence of Disability) shall cease upon
the earlier of (i) Employee’s attainment of age 65 or (ii) the cessation of
Employee’s Disability.
6.
Other Provisions
Relating to Benefits.
(a)
Beneficiary
Designation. For purposes of Section 4 above, 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. If, at the time of Employee’s death, (i) Employee has not
designated a Beneficiary, (ii) all designated Beneficiaries shall have
predeceased Employee, 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 and amounts that remain payable under this Agreement
shall be Employee’s surviving Spouse, if there be one and she can be located
within the one-year period, and if not, Employee’s estate.
(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, severance payments pursuant
to
the terms of an employment agreement, 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.
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(c)
Special Provisions
Relating to Change in Control. Notwithstanding anything in
this Agreement to the contrary, in the event of a Change in Control, the benefit
payable to Employee under this Agreement (whether associated with or following
a
termination without Cause; a Voluntary Termination which occurred within six
months prior to, or 24 months following, the date of the Change in Control;
death; Disability; or retirement, including early retirement – as used herein, a
“triggering event”) shall be based on the greater of (i) the average Annual
Compensation paid by the Company for the four individual calendar years of
Employee’s highest compensation during the last eight full calendar years
preceding the date of the particular triggering event, or (ii) the average
Annual Compensation paid by the Company for the four individual calendar years
of Employee’s highest compensation during the last eight full calendar years
preceding the date of the Change in Control. The intent of this
provision is to establish a minimum or “floor” benefit level for Employee as of
the date of the Change in Control. In addition, in the event Employee
is terminated without Cause at any time following a Change in Control (or a
Voluntary Termination occurs within six months prior to, or within
24 months following, the date of a Change in Control), the benefit
otherwise payable to Employee (or his Beneficiary) pursuant to any triggering
event shall be increased by a percentage equal to the aggregate percentage
increases in the U.S. consumer price index - all cities - urban consumers,
published by the U.S. Department of Labor (or if no longer published, such
other
index selected by the Company as a fair and reasonable substitute), between
the
date of such termination and the actual commencement of benefits.
7.
Conditions to Payment
of Benefits. The benefits payable under this Agreement to
Employee or his Beneficiary shall be conditioned upon Employee complying with
the following provisions of this Section 7. In the event Employee fails to
comply with any such provision, only the future benefits (payable after the
date
of such non-compliance) shall be subject to risk of forfeiture for breach of
this Agreement. Prior to terminating benefits for an actual or alleged violation
of subsection (b) or (c) below, the Company must have first provided Employee
with written notice of the violation and Employee shall have failed to cure
or
cease such violation within 30 days after his receipt of such
notice.
(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 (or a Voluntary Termination by Employee within six months prior to, or
within 24 months following, the date of a Change in Control), Employee will
still be considered to be in the continuous employment of the Company for
purposes of this Agreement.
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(b)
Consultation
Services. Employee shall render such reasonable business
consulting and advisory services as the Board of Directors of the Company by
written request may call upon him to provide, and as his health (in the opinion
of Employee) may permit, from time to time during the period from his retirement
(meaning, the date Employee begins to receive Salary Continuation Payments
or
Early Retirement Payments) 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 in no event exceed 49 percent of the average level
of
bona fide services historically performed by Employee while employed, such
that
the provision of such post-employment services will not delay Employee’s
Separation from Service under Code Section 409A; (ii) such consulting and
advisory services shall not preclude, or be requested in a fashion that would
inhibit, Employee from engaging in other full-time employment not competitive
with the Company, nor shall they require Employee to be active in the Company’s
day-to-day activities or require Employee to engage in any substantial travel;
(iii) Employee shall perform such services as an independent contractor; and
(iv) 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. (The foregoing shall not be construed to preclude
Employee from serving on the Board of Directors of any other company or entity
not competitive with the Company or from performing services for civic, social,
religious or charitable purposes.) After his retirement from the Company or
after his Disability and while he is receiving benefits hereunder, he shall
not,
without the Company’s prior written consent, engage in any business activity
which is in competition with the Company.
8.
Nature of
Obligations.
(a)
Currently
Unfunded. Except as provided in subsection (b) below, or in
any other agreement between the Company and Employee (or resolutions adopted
by
the Board of Directors or Compensation Committee of the Board), or by the terms
of any plan sponsored by the Company, the Company shall not be obligated to
fund
its obligations under this Agreement, and such obligations are unsecured
promises to pay the benefits provided for hereunder; 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. To the extent the Company uses an irrevocable grantor trust
(generally referred to as a “rabbi trust”), if the assets of such trust are not
sufficient to make payments of all required benefits in accordance with the
terms of this Agreement, the Company shall make the balance of each such payment
as it is due.
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(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 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 (or its successor
organization) 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 under this Agreement,
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 investment,
which, subject to Sections 8(a) and (b) above, shall remain a part of the
Company’s general assets accessible to its creditors in the event of the
Company’s insolvency. Accordingly, subject to Sections 8(a) and (b) above, the
rights of Employee, Employee’s Beneficiary or any other person claiming through
Employee under this Agreement shall be 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
that are specified under this Agreement. Except as provided in Sections 8(a)
and
(b) above, 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, 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 itself 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.
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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. 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. This right of offset shall
be
void and of no effect in the event of a Change in Control, in which event the
Company shall pay to Employee (or his Beneficiary, as applicable) all of the
benefits due and owing under this Agreement, but without prejudice to the right
of the Company to take separate action to collect payment of any indebtedness
owed by Employee to the Company.
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 (together with rights
against and with respect to the rabbi trust, if any, established pursuant to
Section 8(a) or (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 Section 8(b) hereof), and the
Company shall obtain the express assumption of this Agreement by any such
successor and provide evidence of same to Employee.
12.
Claims Manager and
Claims Procedure.
(a)
General 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 delivered to the Claims Manager.
If
such a request is wholly or partially denied, notice of the decision shall
be
delivered 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 in order to perfect the claim and an explanation of why
such
material or information is necessary;
(iv)
A description of this Agreement’s claim review procedure; and
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(v)
A statement of the claimant’s right to bring a civil action under Section 502(a)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
following an adverse determination on review.
(b)
General 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.
(c)
Claims Based on
Determination of Disability.
(i)
Disability Claims
Procedure. Notwithstanding anything herein to the contrary,
with respect to a claim for benefits under this Agreement based on Disability
(other than approval for payment of benefits, directly or indirectly, under
any
long-term disability plan maintained by the Company), the Claims Manager shall
furnish to the claimant written notice of the disposition of a claim within
45
days after the application therefore is submitted; provided, if matters beyond
the control of the Claims Manager require an extension of time for processing
the claim, the Claims Manager shall furnish written notice of the extension
to
the claimant prior to the end of the initial 45-day period; and, provided
further, if matters beyond the control of the Claims Manager require an
additional extension of time for processing the claim, the Claims Manager shall
furnish written notice of the second extension to the claimant prior to the
end
of the initial 30-day extension period, and such extension shall not exceed
an
additional, consecutive 30-day period. Notice of any extension under
this Section 12(c)(i) shall specifically explain the standards on which
entitlement to a benefit is based, the unresolved issues that prevent a decision
on the claim, and the additional information needed to resolve those
issues. 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 this Agreement, explanation as to
how
the claimant can perfect the claim and/or submit the claim for review (where
appropriate), and a statement of the claimant’s right to bring a civil action
under Section 502(a) of ERISA following an adverse determination on
review.
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(ii)
Disability Claim Review Procedure. With respect to an appeal of a denial of
benefits under this Agreement based on Disability (other than approval for
payment of benefits, directly or indirectly, under any long-term disability
plan
maintained by the Company), the claimant or his duly authorized representative
may review pertinent documents related to this Agreement and in the Claims
Manager’s possession in order to prepare the appeal. The form
containing the request for review, together with a written statement of the
claimant’s position, must be filed with the Claims Manager not later than 180
days after receipt of the written notification of denial of a claim provided
for
in subsection (i) hereof. The Claims Manager’s decision shall be made
within 45 days following the filing of the request for review and shall be
communicated in writing to the claimant; provided, if special circumstances
require an extension of time for processing the appeal, the Claims Manager
shall
furnish written notice to the claimant prior to the end of the initial 45-day
period, and such an extension shall not exceed one additional 45-day
period. The Claims Manager’s review shall not afford deference to the
initial adverse benefit determination and shall be conducted by an individual
who is neither the individual who made the adverse benefit determination that
is
the subject of the appeal, nor the subordinate of any such
individual. If unfavorable, the notice of decision shall explain the
reason or reasons for denial, indicate the provisions of this Agreement or
other
documents used to arrive at the decision, state the claimant’s right to bring a
civil action under ERISA Section 502(a), and identify all medical or vocational
experts whose advice was obtained by the deciding Claims Manager in
connection with a claimant’s adverse benefit determination.
13.
General
Provisions.
(a)
Notices. Except
as may be otherwise specified herein, 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 with receipt confirmation, (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:
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Interface,
Inc.
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Fax
No.: _____________
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Attn:
________________
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With
a copy to:
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Interface,
Inc.
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Fax
No.: ▇▇▇-▇▇▇-▇▇▇▇
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Attn:
General Counsel
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To
Employee:
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_______________________
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at
the last address and fax number
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shown
on the records of the Company
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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 specific reference to
this
Agreement and the fact that it is modifying or amending this Agreement. To
the
extent not controlled by the terms of ERISA, this Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of
Georgia (without regard to rules relating to the conflict of laws). 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 owned or 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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(d)
Code Section
409A. This Agreement is intended to comply with the
requirements of Code Section 409A and shall be construed
accordingly. Any payments or distributions to be made to Employee
under this Agreement upon a separation from service of amounts classified as
“nonqualified deferred compensation” for purposes of Code Section 409A, and not
exempt from Code Section 409A, shall in no event be made or commence until
six months after Employee’s Separation from Service. Any
reference to a payment being exempt (or not exempt) from Code Section 409A
refers to any applicable exemption available under Section 409A, including,
without limitation, the short-term deferral rule and severance pay exemptions
as
provided in Code Section 409A and the Treasury Regulations. Each
payment of nonqualified deferred compensation under this Agreement shall be
treated as a separate payment for purposes of Code Section
409A. Where this Agreement provides that a payment will be made upon
a specified date or during a specified period, such date or period, as required
by Code Section 409A, but in no way to detract from or excuse payment deadlines
set forth in the operative provisions above in this Agreement, will be the
Code
Section 409A “payment date” or “payment period”, and actual payment shall in no
event be made later than the latest date permitted under Code Section 409A
and
the regulations thereunder (generally, by the later of the end of the calendar
year in which the payment date falls, or the fifteenth day of the third calendar
month after the payment date occurs). To the extent that any payments
made pursuant to this Agreement are reimbursements exempt from Code Section
409A, the amount of such payments during any calendar year shall not affect
the
benefits provided in any other calendar year, and the right to any such payments
shall not be subject to liquidation or exchange for another benefit or
payment. As required by Code Section 409A, but in no way to detract
from or excuse the payment deadlines set forth in the operative provisions
above
in this Agreement, the payment date for any reimbursements shall in no event
be
later than the last day of the calendar year immediately following the calendar
year in which the reimbursed expense was incurred.
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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.
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INTERFACE,
INC.
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By:
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[name]
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[title]
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Attest:
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[name]
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[title]
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EMPLOYEE:
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[name]
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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 50% of the average Annual
Compensation paid by the Company for the four individual calendar years of
Employee’s highest compensation during the last eight full calendar years of
Employee’s employment with the Company ending on or prior to the effective date
of Employee’s retirement. (For the avoidance of doubt, in the event the Company
terminates Employee’s employment without Cause, the benefit payable hereunder
shall be based on the four years of highest compensation during the last eight
full calendar years preceding the date of termination.)
Death
Benefit
A
monthly
payment equivalent to the amount which is 1/12th of 50% of the average Annual
Compensation paid by the Company for the four individual calendar years of
Employee’s highest compensation during the last eight full calendar years of
Employee’s employment with the Company ending on or prior to the date of
Employee’s death. (For the avoidance of doubt, in the event the Company
terminates Employee’s employment without Cause prior to Employee’s death, the
benefit payable hereunder shall be based on the four years of highest
compensation during the last eight full calendar years preceding the date of
termination).
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 66⅔% 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 (provided that such policy definition includes
Employee’s full base salary and either (i) the current year or prior year bonus
paid to Employee or (ii) an average of prior years’ bonuses paid to Employee),
and if no such policy is then in effect or in the event the Company has
terminated Employee’s employment without Cause prior to such Disability, shall
be construed to be average Annual Compensation as described for the salary
continuation and death benefits above (i.e., average of four years of highest
compensation during the last eight full calendar years of
employment).
Change
in
Control
Notwithstanding
anything to the contrary contained herein, in the event of a Change in Control,
the benefits described in this Schedule A are subject to certain protections
and
enhancements as described in, inter alia, Sections 1(d), 6(c), 8(b) and 10
of
the Agreement.
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SCHEDULE
B
BENEFICIARY
DESIGNATION FORM
Effective
Date:_____________________
A.
EMPLOYEE INFORMATION
NAME:
_______________________________________________________
ADDRESS:
_______________________________________________________
_______________________________________________________
SOCIAL
SECURITY
NO.:
___________________________________________
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 January 1, 2008, to my survivor(s),
shall be paid to the following person (persons) as my primary or secondary
beneficiary (beneficiaries) in the following proportions:
|
Primary
Beneficiary(ies) Name and Address
|
Relationship
|
Social
Security #
|
Percentage
|
If
no
primary beneficiary shall survive me, I hereby designate the following as my
secondary beneficiary (beneficiaries):
|
Secondary
Beneficiary(ies) Name and Address
|
Relationship
|
Social
Security #
|
Percentage
|
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 to the best of my
knowledge and correctly indicates my wishes.
________________________________
(Employee’s
Signature)
________________________________
(Date)
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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. You may also designate your estate as the
beneficiary.
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 at your death.
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
among the named beneficiaries. You are advised to consult with an
attorney or estate planning professional in connection with completing this
form.
SIGNATURE
OF EMPLOYEE
The
form
will be rejected if you do not sign it.
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