EXHIBIT 10.14
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this "AMENDMENT") is
made and entered into as of the 31st day of January, 2003, between INTERFACE,
Inc., a Georgia corporation (the "COMPANY"), and RAYMOND S. WILLOCH, a resident
of Atlanta, Georgia ("EXECUTIVE").
BACKGROUND
The Company and Executive entered into an Employment Agreement, dated
as of April 1, 1997, as amended by (i) the Amendment to Employment Agreement,
dated as of January 6, 1998, and (ii) the Second Amendment to Employment
Agreement, dated as of January 14, 1999 (as so amended, the "AGREEMENT"). The
parties desire to further amend the Agreement as set forth in this Amendment.
AGREEMENT
For and in consideration of the premises and the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Capitalized terms used in this Amendment and not otherwise
defined shall have the meanings assigned to such terms in the Agreement.
2. Section 1 of the Agreement is amended by deleting the first
sentence thereof in its entirety and inserting the following two sentences in
its place:
Subject to the terms and conditions of this Agreement,
Executive shall be employed by the Company as Senior Vice President -
Administration, General Counsel and Corporate Secretary of the
Company, and shall perform such duties and functions for the Company
and its subsidiaries and affiliates as shall be specified from time to
time by the Chief Executive Officer ("CEO") or Board of Directors of
the Company. Executive accepts such employment and agrees to perform
such executive duties as may be assigned to Executive.
3. Section 7(a)(iv) of the Agreement is deleted in its entirety
and the following is inserted in its place:
(iv) "Products" - (A) carpet tile, broadloom
carpet (whether 12-foot, 6-foot or other competitive widths) and
resilient textile flooring, (B) specialty interior fabrics (wall,
panel, window and upholstery), and (C) specialty chemicals and
interior architectural products (including raised/access floors) for
contract, commercial, institutional and residential markets and
customers.
4. Section 7(a) is further amended by adding the following new
Sections 7(a)(vi) and 7(a)(vii):
(vi) "Services" - the services of an
administrative and managerial nature that Executive shall provide as a
Company executive, and that Executive shall be prohibited from
providing (whether as an owner, partner, employee, consultant or in
any other capacity) in competition with the Company, in accordance
with the terms of this Agreement, which are to manage and supervise,
and to have responsibility for, the following aspects of the Company's
business: (A) employee benefit plans and programs, (B) compensation,
human resources and personnel matters, (C) business development and
expansion, including expansion by merger, acquisition, joint venture
and other combinations and affiliations, (D) purchasing of
non-strategic supplies and materials, and (E) acquisition, development
and disposal of real estate and interests in real estate. Executive
acknowledges that he has been informed of and had an opportunity to
discuss with the Company the specific activities Executive will
perform as Services and that Executive understands the scope of the
activities constituting Services. Notwithstanding anything herein to
the contrary, Services shall not include any of the legal services
provided by Executive to the Company during his employment.
(vii) "Territory" - North America, which is the
geographic area where Executive performs Services for the Company and
in which Company continues to conduct business. Executive has been
informed of and had an opportunity to discuss with Company the
specific territory in which Executive will perform Services. Executive
acknowledges that the market for Company Products is worldwide, and
that the Territory is the area in which Executive's provision of
Services in violation of this Agreement would cause harm to the
Company.
5. Section 7 is further amended by adding the following as a new
Section 7(g). Current Sections 7(g), (h), (i) and (j) are renumbered as
Sections 7(h), (i), (j) and (k), respectively.
(g) Limitations on Post-Termination Competition. During
employment and for two years after the termination for any reason of
Executive's employment, Executive will not provide any Services within
the Territory to any person or entity developing, manufacturing,
marketing, selling, distributing or installing any Products.
6. The Agreement, as expressly amended by this Amendment, shall
remain in full force and effect in accordance with its terms and continue to
bind the parties.
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Executive has executed this Amendment, and the Company has caused this
Amendment to be executed by a duly authorized representative, as of the date
first set forth above.
THE COMPANY:
Interface, Inc.
By: /s/ Daniel T. Hendrix
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Daniel T. Hendrix
President and Chief Executive Officer
EXECUTIVE:
/s/ Raymond S. Willoch
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Raymond S. Willoch
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