INTERFACE, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (hereinafter referred to as
the "Agreement"), made and entered into as of November 25, 1994,
by and between Interface, Inc., a corporation organized under the
laws of the State of Georgia (hereinafter referred to as the
"Corporation"), and Joseph Paul Zink, III (hereinafter referred
to as the "Recipient").
W I T N E S S E T H:
WHEREAS, the Corporation desires to grant to the
Recipient a Stock Option to purchase shares of the Corporation's
Class A or B Common Stock (as the Corporation determines), $0.10
par value per share (the "Common Stock"), on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the
premises and the mutual agreements and covenants hereinafter set
forth, consulting services to be rendered by Recipient in
accordance with Corporation's instructions, and other good and
valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. GRANT OF OPTION. Subject to the terms and
conditions of this Agreement, the Corporation hereby grants to
the Recipient the right and option (the "Option") to purchase
five thousand (10,000) shares of the Common Stock (the "Option
Shares").
2. STOCK OPTION.
(a) OPTION PRICE. The purchase price of each share
of Common Stock subject to this Option shall be ten and five-
sixteenth dollars ($10.3125), which price represents a value not
less than the fair market value (meaning the closing sales price
on the NASDAQ national market system or such other principal
securities exchange on which the Common Stock may be listed) of
each such share as of the date of grant of this Option.
(b) EXERCISE OF OPTION. The Recipient may exercise
this Option in whole or in part and from time to time at any time
on or after the first anniversary of the date of this Agreement
and prior to 5:00 p.m. on the date which immediately precedes the
tenth anniversary of the date of this Agreement; subject,
however, to earlier termination as provided in subparagraph 2(f)
hereof and to the partial exercise provisions of subparagraph
2(c) immediately below. It is further provided that no partial
exercise of this Option may be made for less than 100 shares or,
if less than such number then remain available for purchase by
exercise of this Option, the number of such remaining shares.
(c) PARTIAL EXERCISE. This Option shall be
exercisable on or after the first anniversary of the date of this
Agreement only to the extent of: 2,000 of the Option Shares
before the expiration of two years from the date of this
Agreement, 4,000 of the Option Shares before the expiration of
three years from the date of this Agreement, 6,000 of the Option
Shares before the expiration of four years from the date of this
Agreement and 8,000 of the Option Shares before the expiration of
five years from the date of this Agreement. During the sixth
year from the date of this Agreement, and at any time thereafter
until expiration of the term of this Option, this Option shall be
exercisable to the full extent of all 10,000 of the Option Shares
(subject to the provisions of subparagraphs 2(b) and 2(f)
hereof).
(d) MANNER OF EXERCISE. This Option may be
exercised by delivering written notice of exercise to the
Secretary of the Corporation, in person, or by mail, postage
prepaid, addressed to the attention of the Secretary of the
Corporation at the location at which the Corporation then
maintains its principal office (currently at 2859 Paces Ferry
Road, Suite 2000, Atlanta, Georgia 30339), and if so mailed, the
date of mailing will be considered the date of exercise. The
Corporation, in the event of exercise by an authorized person
other than the Recipient, may require proof of the right of such
person to exercise this Option. As promptly as practicable after
receipt by the Corporation of the aforementioned notice to
purchase and the full purchase price, the Corporation shall cause
to be issued to the person entitled to purchase the shares for
which this Option is exercised, stock certificate(s) for the
number of shares of Common Stock being purchased, which shall
evidence fully paid and nonassessable shares. The shares shall
be either Class A or Class B shares, or a combination thereof, as
determined by the Corporation at the time of issue.
(e) PERSON WHO MAY EXERCISE OPTION. During the
lifetime of the Recipient, this Option shall be exercisable only
by the Recipient, or if the Recipient is disabled, by his duly
appointed guardian or legal representative. Upon his or her
death, this Option may be exercised by the Recipient's legal
representative or by a person who receives the right to exercise
this Option under the Recipient's will or by the applicable laws
of descent and distribution.
(f) EARLIER TERMINATION OF OPTION. Notwithstanding
any other provision of this Agreement, this Option, to the extent
that it has not previously been exercised, shall terminate upon
the earliest to occur of: (i) the expiration of the term of this
Option as set forth in subparagraph 2(b) hereof, (ii) the
expiration of three (3) months after the earlier of the date on
which the Recipient has been notified that his services no longer
are needed, or he ceases to make his services available to the
Corporation; or (iii) the expiration of one (1) year after the
death of the Recipient or such later time as may be approved by
the Compensation Committee of the Board of Directors of the
Corporation (the "Committee").
3. TRANSFERABILITY. This Agreement and any rights
hereunder shall be nontransferable and nonassignable by the
Recipient or by any other person entitled hereunder to exercise
any such rights and may not be pledged or hypothecated in any
way; provided, however, that upon the death of the Recipient any
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rights granted hereunder shall be transferable, subject to the
provisions of subparagraph 2(f) hereof, by the Recipient's will
or by the applicable laws of descent and distribution. Any
attempted transfer, assignment, pledge or other disposition of
this Option contrary to the provisions hereof shall be null and
void and without legal effect.
4. ADJUSTMENT OF SHARES. In the event of (i) any
dividend payable in shares of Common stock; (ii) any recap-
italization, reclassification, split-up or consolidation of, or
other change in, the Common Stock; or (iii) an exchange of the
outstanding shares of Common stock, in connection with a merger,
consolidation or other reorganization of the Corporation or a
sale by the Corporation of all or a portion of its assets, for a
different number or class of shares of stock or other securities
of the Corporation or for shares of the stock or other securities
of any other corporation; then the Corporation shall, in such
manner as it shall determine in its sole discretion to be
appropriate under the circumstances, adjust the number and class
of the Option Shares or the number and class of shares or other
securities that shall then be subject to this Option and/or the
purchase price per share which must be paid thereafter upon
exercise of this Option.
5. INVESTMENT REPRESENTATION. The Recipient hereby
represents, warrants and agrees that:
(a) He understands the offer of shares under this
Agreement is made pursuant to a claim of exemption from the
registration provisions of the Securities Act of 1933, as amended
(the "Act") and applicable state securities law;
(b) The Corporation shall not be obligated to issue
shares of the Common Stock upon exercise of this Option until
there has been compliance with any federal, state or foreign laws
or regulations which the Corporation may deem applicable;
(c) The shares that shall be purchased under this
Agreement, if unregistered as referred to in subparagraph 5(d)
below, will be purchased for his own account for investment
purposes only and not with a view to resale or distribution
thereof;
(d) The shares subject to this Agreement may be
unregistered and, if so, will be required to be held until such
shares are subsequently registered or an exemption from
registration is then available;
(e) The Corporation is under no obligation to
register such shares or to undertake to facilitate compliance
with any such exemption; and
(f) The transfer agent for the Corporation may be
instructed not to transfer ownership of the stock certificate(s)
representing shares acquired upon any exercise of this Option,
unless in the prior written opinion of counsel reasonably
acceptable to the Corporation, such transfer is lawful under the
Act and applicable state securities law.
In regard to the foregoing, the Recipient understands
and agrees that the certificate(s) evidencing any shares that may
be purchased pursuant to the exercise of this Option which have
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not been registered under the Act or any applicable state
securities law, may bear an appropriate restrictive legend in a
form determined in the sole discretion of the Corporation.
6. NO RIGHTS AS SHAREHOLDER. Neither the Recipient
nor any other person authorized to purchase Common Stock upon
exercise of this Option shall have any interest in or shareholder
rights with respect to any shares of the Common Stock which are
subject to this Option until such shares have been issued and
delivered to the Recipient or any such person pursuant to the
exercise of this Option.
7. HEIRS AND SUCCESSORS. This Agreement and all
terms and conditions hereof shall be binding upon the Corporation
and its successors and assigns, and upon Recipient and his heirs,
legatees and legal representatives.
8. MISCELLANEOUS. This Option is executed and
delivered in, and shall be governed by, the laws of the State of
Georgia. This Agreement may not be modified or amended (except
to the extent otherwise expressly stated herein) other than by a
writing executed by each of the parties hereto.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and the
Recipient has executed this Agreement, all as of the date and
year first above written.
INTERFACE, INC.
By: /s/ Ray C. Anderson
Ray C. Anderson, President
RECIPIENT:
/s/ Joseph Paul Zink, III
Joseph Paul Zink, III
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EXERCISE OF
STOCK OPTION
The undersigned option Recipient under that certain
Interface, Inc. Stock Option Agreement dated as of November 25,
1994 (the "Agreement"), hereby exercises the Stock Option granted
under the Agreement for the following number of shares of Common
Stock, subject to the terms and conditions of the Agreement:
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Number of shares being purchased ________
Total purchase price submitted herewith $ _______
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(Signature)
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(Print Name and Representative)
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Capacity, if Applicable)
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(Date)