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(Royce Renfroe) EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT made and entered into this ___ day of June, 1993, by
and between BENTLEY MILLS, INC. ("Company"), and ROYCE RENFROE ("Employee"):
RECITALS
WHEREAS, Employee is currently employed by Company as its President
and Chief Executive Officer, and in such capacity has acquired outstanding and
special skills and abilities and an extensive background in and knowledge of
Company's business (the "Company Business") of designing, manufacturing and
marketing carpet and carpet tiles ("Products") and the industry in which it is
engaged; and
WHEREAS, Interface, Inc. ("Interface") is contemporaneously herewith
entering into an Agreement for Purchase of Capital Stock with Employee and
certain other shareholders of Company (the "Purchase Agreement") pursuant to
which, subject to the terms and conditions thereof, Interface will acquire all
of Employee's shares of Company's capital stock and other shares of Company's
capital stock constituting a controlling interest in and a majority of the
equity interests in Company; and
WHEREAS, Company and Interface desire to be assured of the continued
association and services of Employee in order to retain for the benefit of
Company his experience, skills, abilities, background, knowledge, and to
facilitate long-range planning and the execution of Company's business in the
most orderly and efficient manner, and is therefore willing to engage
Employee's services upon the terms and to compensate him in the manner provided
herein; and
WHEREAS, Employee has learned and will continue to learn special and
particular knowledge of the business of Interface and Company, and Company
desires to provide for Employee's maintenance of the confidentiality of such
proprietary information and otherwise to obtain Company's continued ability to
engage successfully in its business following Interface's acquisition of
Company; and
WHEREAS, Employee desires to enter into the employ of Company and is
willing to do so upon the terms provided herein; and
WHEREAS, Company desires to employ Employee upon the terms provided
herein.
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AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements of the parties herein contained, and other
good and valuable consideration, which consideration is acknowledged to be
sufficient, the parties hereto agree as follows:
1. Definitions. For purposes of this Agreement, the following
terms shall have the meaning specified below:
(a) "Person" - any individual, corporation, bank,
partnership, joint venture, association, joint stock company, trust or
unincorporated organization.
(b) "Services" - the services Employee shall provide as
an employee are as set forth on Exhibit A to this Agreement.
(c) "Territory" - the geographic area set forth on
Exhibit A to this Agreement, which is where Employee performs Services for
Loom.
(d) "Customers" - all customers, including, without
limitation, contact persons for such customers, of Company in the Territory
with whom Employee or any other employee or representative of Company directly
or indirectly under Employee's supervision has had contact on behalf of Company
during the 12 months immediately prior to termination of Employee's employment
with Company.
(e) "Confidential Information" - information relating to
the business of Company or Interface which derives economic value, actual or
potential, from not being generally known to other Persons, including, but not
limited to, technical or nontechnical data, formula (including cost and/or
pricing formula), patterns, designs, compilations, programs, devices, methods
(including manufacturing methods, cost and/or pricing methods and operating
methods), techniques, drawings, processes, financial data, business plans,
sales/marketing plans, lists of actual or potential customers or suppliers, and
proprietary or confidential information otherwise protected by law.
Confidential Information does not include any information (i) known generally
to the public, (ii) known throughout the industry in which Company conducts the
Company Business (other than as a result of unauthorized disclosure by
Employee), or (iii) which is not a trade secret or proprietary or confidential
information otherwise protected by law two (2) years after the termination of
Employee's employment with Company for any reason.
2. Duties and Responsibilities of Employee.
(a) Company hereby employs Employee to provide Services
for Company, and Employee accepts such employment. Employee hereby promises to
perform and discharge well and faithfully the duties that may be assigned to
him from time to time that are similar to or of equal or greater responsibility
than
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those currently performed by Employee for Company, and Company agrees to assign
to him only such duties. Employee shall report to Company's Board of Directors
("Board"), to any committee of the Board ("Committee of the Board") designated
by the Board, or to the Chairman of the Board.
(b) Employee shall devote his full working time,
attention and effort to the Company Business and shall not during the term of
his employment with Company be engaged in any other substantial business
activity, whether or not such business activity is pursued for gain, profit or
other pecuniary advantage; but this shall not be construed as preventing
Employee from investing his personal assets in businesses which do not compete
with Company or Interface in such form or manner as will not require services
on the part of Employee in the operations or affairs of the companies in which
such investments are made.
(c) In connection with his employment under this
Agreement, Employee shall be based at Company's principal executive office,
which is currently located at 14641 East Don Julian Road, City of Industry,
California 91746, or such other location to which he may be assigned within a
radius of 25 miles of said location. In the event that Employee is required to
be based outside of said 25-mile radius, then Employee may at any time within
15 days after written notice of such requirement resign and receive all
compensation that he would be entitled to under paragraph 3 herein if Company
had terminated Employee without Cause. Notwithstanding the foregoing, Employee
may be required to engage in business-related travel in connection with his
employment by Company, provided, however, that such travel shall be limited to
such frequency as is customary for employees of equivalent position to Employee
in the industry in which Company conducts the Company Business, and Employee
shall have no resignation right based on such required travel.
3. Compensation; Severance.
(a) As compensation for Employee's Services during the
term of Employee's employment hereunder, Company shall pay Employee a salary at
the annual rate set forth in Exhibit A to this Agreement, prorated for each
period in which Services are provided and payable in accordance with Company's
normal salary payment policies for salaried employees of Company. Such salary
may not be reduced at any time during the term of Employee's employment
hereunder. Employee may be paid additional compensation, if any, as may be
determined from time to time in the sole and absolute discretion of the Board
of Directors of Company or of the Compensation Committee of the Board of
Directors of Interface.
(b) For each fiscal year of Company during which Employee
shall be employed hereunder, Employee shall also be entitled to have the
opportunity to be considered for receipt of an annual discretionary bonus. For
the current fiscal year, any such annual bonus shall be earned in accordance
with the terms and conditions of the bonus arrangement with Company in which
Employee has previously participated during the current year, a true,
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correct and complete copy of which is attached hereto as Exhibit E. For each
subsequent fiscal year, any annual bonus may be earned pursuant to a
personalized bonus plan for Employee established by Interface pursuant to
Interface's incentive compensation program for executive officers of Interface
and its subsidiaries described in Exhibit D to this Agreement. Employee shall
be entitled to a potential bonus amount under such personalized bonus plan as
set forth on Exhibit A hereto. Employee shall be entitled to participate in
such Interface incentive compensation program only if and to the extent such
program is in effect for a fiscal year and if Employee is employed hereunder
during such fiscal year, and only for so long as Interface provides or offers
such incentive compensation program.
(c) (i) If Employee's employment hereunder is terminated
by Company pursuant to paragraph 5 hereof without Cause, Employee shall be
entitled to continue to receive the salary payable for his Services hereunder
for the period beginning on the date of such termination, and ending on the
scheduled Agreement expiration date set forth on Exhibit A to this Agreement
(the "Expiration Date") as if Employee had continued to be employed for such
period, with the salary payable for the month or other pay period in which such
period ends being prorated to the anniversary of such termination, provided,
however, that such salary shall be reduced by any amounts earned by Employee
during such period from employment with others or self-employment (Employee
having no duty to seek or accept such employment), unless Company shall at its
sole option determine to continue such salary payments without reduction under
this proviso. If Employee's employment hereunder is terminated for any reason
other than by Company without Cause, except as otherwise expressly provided in
this Agreement, the salary payable for the pay period in which termination
occurs shall be prorated to the date of termination. During any period after
termination of Employee's employment hereunder (by either party, including,
without limitation, by Company with Cause or by Employee's resignation) through
the Expiration Date in which Company shall continue Employee's salary without
reduction, Employee shall continue to comply with paragraphs 9 through 11
hereof. Notwithstanding the preceding sentence, if Company terminates
Employee's employment hereunder without Cause, Executive may, at any time while
Company continues Employee's salary, advise Company that he will not accept
further payments of such salary, and in such event (A) Company shall have no
further obligation to make such payments to Employee, and (B) from and after
the date of the last such payment to Employee, Employee shall no longer be
subject to the restrictions of paragraphs 9, 10 or 11 hereof.
(ii) If Employee's employment hereunder is terminated
prior to the Expiration Date by Company pursuant to paragraph 5 hereof without
Cause, subject to his continued eligibility under the terms of any such plan in
accordance with its respective terms, to the extent Company heretofore paid
such costs, and to the extent Company makes the benefits available to its
employees, Company shall continue through the first anniversary of the date of
termination to pay the costs of Employee's participation in health, medical and
dental insurance benefits, by
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paying Employee's contribution pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA"), and shall continue to pay the costs of
Employee's participation in life and disability insurance benefits then
provided to Employee under any employee benefit plan pursuant to paragraph 6(e)
of this Agreement, subject to the provisions of such paragraph 6(e). This
paragraph is not intended and shall not extend the period during which Employee
may be eligible for benefits under COBRA or any similar law, which such period
shall commence upon the date of the termination of Employee's employment.
(iii) If Employee's employment hereunder is
terminated prior to the Expiration Date by Company, whether with or without
Cause, Employee shall be entitled to a portion of any annual bonus that
Employee would have otherwise become entitled, any such portion being
determined pro rata based on the period from the beginning of the then-current
fiscal year to the date of termination, and being determined as soon as
practicable after such termination, and to the extent such annual bonus is
based on financial results of Company or Interface, the amount thereof shall be
based on Company's or Interface's interim financial results through the month
most-recently ended at the time of termination. Employee shall be entitled to
no bonus for any subsequent period, whether such termination is with or without
Cause.
(iv) Except as expressly provided above in this
paragraph 3 or as required by law or the express terms of any employee benefit
plan in which Employee participates pursuant to paragraph 6(e) hereof, Employee
shall be entitled to no salary, bonus or other compensation or any benefits
during or for any period after the date of any termination of his employment,
including, without limitation, the benefits described on Exhibits A, B and C
hereto.
(d) Under no circumstances will Employee be eligible for
severance benefits if Employee materially breaches any provision of paragraphs
7 through 12 hereof.
(e) Under no circumstances will Employee be eligible for
severance benefits on the grounds that Company has terminated his employment
without Cause, if Employee is temporarily or permanently separated from payroll
by reason of retirement, voluntary or paid leave of absence, military leave,
jury duty, or other similar cause.
(f) In the event of a sale of all or substantially all of
the assets or stock of Company to or merger or consolidation with another
person, partnership, corporation, association, or other entity (a "Buyer"),
under no circumstances will Employee be eligible for severance benefits on the
grounds that Company has terminated his employment without Cause if Employee is
offered employment by a Buyer or any successor to Company on substantially all
of the terms hereof, whether or not Employee accepts such offer of employment.
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4. Term of Employment. Employee's employment hereunder shall
commence on (and this Agreement shall not become effective, nor shall any party
hereto have any right, liability or obligation hereunder, until) the "Closing
Date" (as defined in Section 1.3(a) of the Purchase Agreement), and shall
continue until the earlier of (i) the Expiration Date, (ii) the date of
Employee's death, (iii) the date on which Employee suffers "Total Disability"
within the meaning of such phrase in Company's group long-term disability
insurance policy currently in effect (or if such policy is no longer in effect
at any time, suffers total disability within the meaning of the successor
long-term disability insurance policy in effect at such time), or (iv) the date
on which Employee's employment hereunder is terminated by Company pursuant to
paragraph 5 hereof. Notwithstanding anything to the contrary in this
Agreement, if the "Closing" (as defined in Section 1.3(a) of the Purchase
Agreement) does not occur, for any reason or no reason, on or before July 31,
1993, then this Agreement shall be null and void ab initio and shall have no
force or effect, and none of the parties hereto shall have any right, liability
or obligation hereunder.
5. Termination by Company. Company may terminate Employee's
employment hereunder at any time with Cause or without Cause, and without prior
notice or warning in either case. As used herein, "Cause" shall mean (a)
Employee having been convicted of any felony or other crime involving moral
turpitude; (b) the continued and habitual use of narcotics or alcohol to an
extent which materially impairs Employee's performance of his duties hereunder;
(c) malfeasance or gross negligence by Employee in the performance of his
duties hereunder; (d) the knowing, material violation by Employee of this
Agreement; (e) willful or gross misconduct by Employee materially injurious to
Company; or (f) the knowing misstatement of a material fact by Employee (or by
Company if known to Employee) or a failure by Employee (or by Company if known
to Employee) to state a material fact, the omission of which would make
statements made misleading, in the Purchase Agreement or the Selling
Shareholders Agreement executed contemporaneously therewith.
6. Reimbursement for Expenses; Vacation; Benefits.
(a) Employee shall be entitled to reimbursement for all
expenses including travel, promotion, and entertainment expenses, which are
reasonably incurred by Employee in providing the Services and which are
submitted to Company within 60 days after being incurred, subject to compliance
with all policies of Company applicable to its executives in positions
comparable to that of Employee with respect to documentation for reimbursable
expenses and limitations on reimbursable expenses; provided that Employee shall
take no deduction on any tax return in respect of any expense reimbursed
hereunder.
(b) Employee shall be entitled to such annual amount of
paid vacation in each calendar year of Employee's employment as shall be
indicated on Exhibit A hereto. Paid vacation taken by Employee during his
employment with Company during the current year
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shall be deducted from the vacation time otherwise available in the current
year. Except as otherwise provided in Company's policies for vacations for
employees in the state in which Employee works, (i) Company shall not pay
Employee any additional compensation for any vacation time which is not used
prior to the end of a calendar year or any earlier termination of employment,
and (ii) any vacation time which is not used prior to the end of a calendar
year may not be used in any subsequent year.
(c) Employee will be entitled to all paid holidays given
to Company's employees generally.
(d) Employee shall be granted tax-qualified incentive
options to purchase the number of shares of stock of Interface described on
Exhibit A pursuant to the Interface, Inc. Key Employee Stock Option Plan (1993)
(the "Option Plan"), in accordance with the standard Interface stock option
agreement used in connection with such grants under the Option Plan, which
option agreement shall be appropriately completed in accordance herewith and
executed by Interface and Employee immediately after the Closing (as defined in
Section 1.3(a) of the Purchase Agreement). Such option agreement and the
Option Plan shall govern as to all terms and conditions of or relating to such
options to purchase stock, and if any term or condition hereof relating
directly or indirectly to Employee's options to purchase Interface stock shall
be inconsistent with such option agreement or the Option Plan, such option
agreement or the Option Plan, as the case may be, shall control.
(e) Employee shall also be entitled to participate in any
employee benefit plans which Company may establish or provide for United
States-based employees in positions similar to that of Employee, but only if
and to the extent provided in such employee benefit plans and for so long as
Company provides or offers such benefit plans. Such benefit plans currently in
effect are listed on Exhibit B to this Agreement.
(f) If Employee's employment hereunder shall terminate
prior to the Expiration Date because Employee suffers Total Disability as
provided in paragraph 4 hereof, (i) notwithstanding anything in paragraph
3(c)(i) to the contrary, for a period of one hundred eighty (180) days Company
shall continue to pay Employee's salary (less any amounts payable to Employee
under Company's long term disability plan) and Employee shall be entitled to
participate in all health, life, medical and dental insurance benefits then
provided to Employee under any employee benefit plan pursuant to paragraph 6(e)
of this Agreement, subject to his continued eligibility under the terms of such
plan in accordance with its terms, and after such one hundred eighty (180) day
period, Employee shall not be entitled to such salary or to participate in such
benefits, but after such period through the Expiration Date Company shall pay
to Employee any excess of the benefits payable to Employee under Company's long
term disability plan now in effect and Company's long term disability plan in
effect at the time of termination.
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(g) During the term of his employment hereunder, Employee
shall be entitled to paid sick leave in accordance with Interface's policies in
effect from time to time for employees in positions similar to that of
Employee, so long as Employee does not become disabled within the meaning of
paragraph 4(iii) of this Agreement.
(h) Employee shall also be entitled to those benefits
identified on Exhibit C to this Agreement during the term of his employment
hereunder.
7. Confidential Information. Employee shall protect Confidential
Information. Employee will not use, except in connection with work for Company
or Interface, and will not disclose or give to others during or after
Employee's employment with Company hereunder, any Confidential Information.
8. Return of Materials. Upon termination of Employee's
employment with Company for any reason, or at any time at Company's or
Interface's request, Employee will deliver promptly to Company or Interface all
materials, plans, records, financial documents, customer lists, notes,
drawings, designs, equipment, papers, computer disks and diskettes (hard and
soft), other media containing information, documents (including, without
limitation, rolodex cards) and any copies thereof and all other items of
tangible property in Employee's possession or control relating in any way to
the business of Company or Interface, which at all times shall be the property
of Company or Interface, as the case may be, pursuant to Section 2860 of the
California Labor Code.
9. Services Provided to Competitors. During the term of
Employee's employment with Company, and for any period after termination of
Employee's employment with Company through the Expiration Date in which Company
continues to pay Employee compensation as provided above, Employee will not
engage in, or have any interest in any Person (whether as an advisor,
principal, consultant, independent contractor, agent, partner, officer,
director, stockholder, employee, member of any association or otherwise) that
engages in any activity within any of the states of the United States or in any
foreign country in which Company, or any of its subsidiaries or affiliates
(including Interface) conducts its business, which activity is competitive with
any activity engaged in by Company, Interface, or any of Company's or
Interface's respective subsidiaries or affiliates (or any of their successors)
as of the date of termination of Employee's employment by Company, so long as
Company, Interface, or any of their respective subsidiaries or affiliates (or
any of their successors) shall engage in such activity in any of the states
within the United States or in any foreign country. Notwithstanding the
foregoing, Employee may purchase securities in any corporation whose securities
are regularly traded in an established securities market, provided that such
purchases shall not result in his owning beneficially at any time more than 1%
of any class of securities of any corporation engaged in a business competitive
with that of Company or Interface.
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10. Solicitation of Customers. During the term of Employee's
employment with Company, and for any period after termination of Employee's
employment with Company through the Expiration Date in which Company continues
to pay Employee compensation as provided above, Employee will not solicit
Customers for the purpose of providing goods identical to or reasonably
substitutable for, similar to or competitive with Products.
11. Post-Employment Hiring or Solicitation of Employees. During
the term of Employee's employment with Company, and for any period after
termination of Employee's employment with Company through the Expiration Date
in which Company continues to pay Employee compensation as provided above,
Employee will not hire or induce or solicit to leave employment with Company or
Interface anyone who is or was, during the last year of Employee's relationship
with Company, an employee of Company or Interface.
12. Work For Hire Acknowledgment; Assignment. Employee
acknowledges that all of Employee's work on and contributions to Products,
including, without limitation, any and all patterns, designs, artwork and other
expressions in any tangible medium for Products (collectively, "Works") are
within the scope of Employee's employment and are a part of the Services,
duties and responsibilities of Employee. All of Employee's work on and
contributions to the Works will be rendered and made by Employee for, at the
instigation of, and under the overall direction of Company (or if Employee
performs Services hereunder other than for Company, of Interface), and all of
Employee's said work and contributions, as well as the Works, are and at all
times shall be regarded as "work made for hire" as that term is used in the
United States Copyright Laws. Without curtailing or limiting this
acknowledgment, Employee hereby assigns, grants, and delivers exclusively to
Company (or Interface as to work on and contribution to Products pursuant
hereto other than for Company) all rights, titles, and interests in and to any
such Works, and all copies and versions, including all copyrights and renewals.
Employee will execute and deliver to Company (or Interface, if applicable), or
its successors and assigns, such other and further assignments, instruments and
documents as it from time to time reasonably may request for the purpose of
establishing, evidencing, and enforcing or defending its complete, exclusive,
perpetual, and worldwide ownership of all rights, titles, and interests of
every kind and nature whatsoever, including all copyrights, in and to the
Works, and Employee hereby constitutes and appoints Company (or Interface, if
applicable) as its agent and attorney-in-fact, with full power of substitution,
to execute and deliver such assignments, instruments or documents as Employee
may fail or refuse to execute and deliver, this power and agency being coupled
with an interest and being irrevocable.
13. Interpretation; Severability of Invalid Provisions. All
rights and restrictions contained in this Agreement may be exercised and shall
be applicable and binding only to the extent that they do not violate any
applicable laws and are intended to be limited to the extent necessary so that
they will not render this Agreement illegal, invalid or unenforceable. If any
term of this
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Agreement shall be held to be illegal, invalid or unenforceable by a court of
competent jurisdiction, the remaining terms shall remain in full force and
effect. The provisions of this Agreement do not in any way limit or abridge
any rights of Company or Interface under the laws of unfair competition, trade
secret, copyright, patent, trademark or any other applicable law(s), all of
which are in addition to and cumulative of Company's or Interface's rights
under this Agreement. The existence of any claim by Employee against Company
or Interface, whether predicated on this Agreement or otherwise, shall not
constitute a defense to enforcement by Company or Interface of any or all of
such provisions or covenants.
14. Tolling Provision. The duration of any post-termination
obligation contained in this Agreement shall be extended by the length of time
during which Employee is in breach of the provision.
15. Notice. All notices, demands and requests, where permitted to
be given under this Agreement, shall be deemed sufficient if mailed by
registered or certified mail, postage prepaid, addressed as follows (or
addressed to such other address as a party hereto may have specified by notice
given to the other party pursuant to this provision):
To Company:
Bentley Mills, Inc.
c/o Interface, Inc.
Orchard Hill Road
LaGrange, Georgia
Attention: Chief Financial Officer
with a copy to:
Interface, Inc.
2159 Paces Ferry Road
Suite 2000
Atlanta, Georgia 30339
Attention: General Counsel
To Employee: at the address specified
below Employee's signature hereto.
16. Agreement Binding. This Agreement shall inure to the benefit
of Company, Interface and their successors, assignees, and designees and shall
be binding upon Employee and Employee's heirs, executors, administrators and
personal representatives. This Agreement shall also inure to the benefit of
Employee and Employee's heirs, executors, administrators and personal
representatives, and shall be binding on Company and Company's successors,
assignees and designees. This Agreement may not be assigned by Company other
than in connection with any sale of Company or the Company Business without the
written consent of Employee, provided, however, that such assignee shall be
obligated to perform this Agreement in accordance with its terms.
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17. Nonwaiver. The failure of Company or Interface to insist upon
strict performance of the terms of this Agreement or to exercise any option
herein, shall not be construed as a waiver or a relinquishment for the future
or such term or option, but that the same shall continue in full force and
effect.
18. Entire Agreement; No Automatic Renewal. This Agreement,
including any attachments, contains the entire agreement between the parties
and no statement, promises or inducements made by any party hereto, or agent of
either party, which is not contained in this Agreement, shall be valid or
binding; and this Agreement may not be enlarged, modified or altered except in
writing signed by the parties; any such writing signed by Company or any
successor or permitted assign thereof shall also be effective as to Company's
rights hereunder. The occurrence of the "Closing" (as defined in Section
1.3(a) of the Purchase Agreement) and commencement of Employee's employment
hereunder shall constitute, automatically and without further action by the
parties, a termination of any existing employment agreement between Employee
and Company effective on the date of such events, provided that salary and
other rights and obligations of the parties accrued under any such agreement
prior to the effective date hereof shall not be affected by such termination
and shall be paid or satisfied when due in the ordinary course. The term of
Employee's employment under this Agreement shall not be deemed to be
automatically or otherwise extended or renewed except by written agreement of
both parties. After the Expiration Date, Employee's continued employment shall
be for an indefinite term, shall be at will, and shall not be subject to this
Agreement (except that paragraphs 7, 8, 9, 10, 11, 12 and 14 shall continue in
effect during such employment at will and after any termination of Employee's
employment, whether such termination is before or after the Expiration Date,
subject to the expiration of any time limitations contained therein commencing
with such termination of Employee's employment).
19. Governing Law. This Agreement and the rights and obligations
of the parties hereunder shall be construed under and governed by the laws of
the State of California and the federal laws of the United States of America.
20. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, and it
shall not be necessary in making proof of this Agreement to produce or account
for more than one such counterpart.
21. Headings. Paragraph and other headings contained in this
Agreement are for reference purposes only and are in no way intended to define,
interpret, describe or otherwise limit the scope, extent or intent of this
Agreement or any of its provisions.
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22. Dispute Resolution.
(a) Except as otherwise provided in paragraph 23 below,
any and all disputes arising out of or in connection with the negotiation,
execution, interpretation, performance or nonperformance of this Agreement, or
the employment of Employee by Company, shall be solely and finally settled by
arbitration, which shall be conducted in Los Angeles, California, by a panel of
three arbitrators. The arbitrators shall be familiar with employment and labor
disputes, shall be impartial and shall not have been employed by or affiliated
with any of the parties hereto. The arbitration procedure may be initiated by
either party by written notice to the other; such notice shall specify in
reasonable detail the dispute being submitted to arbitration and shall name one
arbitrator to the panel. The other party shall appoint one arbitrator to the
panel within 30 days after receipt of such notice. The two arbitrators so
appointed shall, within 30 days after appointment of the second arbitrator,
select a third arbitrator (the "Umpire"), who shall meet all of the foregoing
qualifications and, in addition, shall be an attorney at law admitted to
practice law in the State of California and regularly practicing employment and
labor law. If the two arbitrators selected by the parties cannot agree on a
third arbitrator within such 30-day period, or if either party fails or refuses
to appoint an arbitrator, then selection of such arbitrator shall be made, in
accordance with the foregoing qualifications, upon application of either party,
by the American Arbitration Association.
(b) The parties hereby renounce all recourse to
litigation and agree that the award of the arbitrators shall be final and
subject to no judicial review. The arbitrators shall conduct the proceedings
pursuant to the Rules of the American Arbitration Association, as now or
hereafter amended (the "Rules"); provided that the provisions of this Agreement
shall prevail in the event of any conflict between the Rules and the provisions
of this Agreement.
(c) The panel of arbitrators shall decide the issues
submitted to them in accordance with the provisions and commercial purposes of
this Agreement; provided that all substantive questions of law shall be
determined under the laws of the State of California (without regard to the
principles of conflicts of laws of such jurisdiction) and the federal laws of
the United States of America. All questions and issues in connection with the
dispute, including procedural issues, shall be decided by the concurrence of at
least two arbitrators, and all decisions shall be in writing and submitted to
both parties, provided that, if after a reasonable period, concurrence of two
arbitrators cannot be obtained with respect to a question or issue, then the
Umpire shall make all decisions necessary to resolve the dispute.
(d) In no event shall any party be entitled to receive,
and the arbitrators shall not be empowered to award, punitive or exemplary
damages. Each party hereby irrevocably waives any claim or right for or to
punitive or exemplary damages.
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(e) The parties shall facilitate the arbitration by: (i)
making available to one another and to the arbitrator for examination,
inspection and extraction all documents, books, records and personnel under
their control if determined by the arbitrator to be relevant to the dispute;
(ii) conducting arbitration hearings to the greatest extent possible on
successive days; and (iii) observing strictly the time periods established by
the Rules or by the arbitrator for submission of evidence or briefs.
(f) In the final award, the panel of arbitrators shall
award to the prevailing party all costs and expenses, including reasonable
attorneys' fees, incurred by such prevailing party.
23. Equitable Remedies. The parties acknowledge that a breach or
threat to breach any of the terms of paragraphs 7 through 12 of this Agreement
by Employee would result in material and irreparable damage and injury to
Company, Interface, or both, and that it would be difficult or impossible to
establish the full monetary value of such damage. Therefore, notwithstanding
anything to the contrary herein, Company or Interface shall be entitled to
injunctive relief by a court of appropriate jurisdiction in the event of
Employee's breach or threatened breach of any of the terms contained in
paragraphs 7 through 12 of this Agreement.
24. Withholding. Anything in this Agreement to the contrary
notwithstanding, all payments required to be made by Company hereunder to
Employee or his estate or beneficiaries shall be subject to the withholding of
such amounts relating to taxes as Company may reasonably determine it should
withhold pursuant to any applicable law or regulation.
25. Tax Consequences. Company shall have no obligation to any
person entitled to the benefits of this Agreement with respect to any tax
obligation any such person incurs as a result of or attributable to this
Agreement, including all supplemental agreements and employee benefits plans
incorporated by reference therein, or arising from any payments made or to be
made hereunder or thereunder.
26. Independent Advice from Counsel. Each of the parties has
received independent legal advice from legal counsel of his or its choice with
respect to the advisability of entering into this Agreement and its terms.
27. Negotiated Agreement. The terms of this Agreement are
contractual, not a mere recital, and are the result of negotiations between the
parties.
IN WITNESS WHEREOF, Company has caused this Agreement to be executed
by its duly authorized officer, and Employee has executed this Agreement, as of
the date written above.
13
14
COMPANY
BENTLEY MILLS, INC.
By:_______________________________
Name:__________________________
Title:_________________________
EMPLOYEE
__________________________________
Royce Renfroe
Address: 2915 Sierra Crest
Hacienda Heights, CA 91745
15
EXHIBIT A
to
Employment Agreement
of
Royce Renfroe
1. Services: Employee shall serve as President and Chief Executive
Officer and as a director of Company, and shall perform
and discharge well and faithfully all duties currently
being performed by him and such other duties as may be
assigned to him from time to time that are appropriate
for a President and Chief Executive Officer of an
organization of the size of Company engaged in the
Company Business.
2. Territory: United States and Canada
3. Annual Salary: $225,000.00
Bonus Potential: Up to 75% of salary, pursuant to personalized bonus
plan described in paragraph 3(b) of this Agreement
Annual Vacation: Four weeks
4. Stock Option Shares: 40,000
5. Scheduled Agreement Expiration Date: 5th Anniversary of the "Closing
Date" (as defined in Section
1.3(a) of the Purchase Agreement)
16
EXHIBIT B
to
Employment Agreement
of
Royce Renfroe
Existing Company Benefit Plans
1. Company Group Medical Insurance Plan, including payment for dependant
medical coverage
2. Company Group Dental Insurance Plan, including payment for dependant
dental coverage
3. Company Group Disability Insurance Plan
17
EXHIBIT C
to
Employment Agreement
of
Royce Renfroe
Additional Benefits
1. Company shall provide to Employee the use of the automobile currently
provided to him by Company.
2. Country club dues in amounts not greater than currently being paid, and
the monthly service charge for a cellular telephone in the automobile
referred to in item 1 above and air time toll charges incurred thereon
for business use, to the extent that such air time toll charges are
otherwise subject to reimbursement pursuant to paragraph 6(a) of this
Agreement.
3. Continued payment of premiums on currently-provided whole life
insurance policy with coverage in the amount of $1,000,000
(beneficiaries to be designated by Employee).
4. Supplemental medical and dental insurance coverage in an amount not to
exceed $10,000.00 per year, in accordance with Company's existing plan
for its executives.
18
EXHIBIT D
to
Employment Agreement
of
Royce Renfroe
Interface Incentive Compensation Program (1993)
Interface's incentive compensation program as currently in effect is
tied to Interface, business unit (subsidiary) and individual performance.
Under the authority of the Compensation Committee of Interface, each executive
officer of Interface (including the Chief Executive Officer) is assigned a
range of bonus potential (expressed as a percentage of base salary), and a
personalized set of financial and non-financial objectives for the year. At
least 65% of each executive officer's bonus potential is based on measurable
financial performance. The amount of bonus earned is determined by the degree
to which the financial and non-financial objectives have been achieved as
determined by Interface.
For the senior executives of Interface who are directly accountable for
the profitability of subsidiaries, financial objectives for 1993 focused on:
(i) earnings per share, (ii) return on net assets managed, (iii) subsidiary
sales growth, measured against budgeted amounts and results from the prior
year, and (iv) control of fixed costs, also measured against budgeted amounts
and results from the prior year. Non-financial objectives for such senior
executives are currently tailored to their respective markets and geographic
regions, but generally focus on sales and competitive strategies, strategic
acquisitions, investments and alliances, technological advancements, quality
control measures and employee relations.
19
EXHIBIT E
to
Employment Agreement
of
Royce Renfroe
1993 Bonus Plan
The Base bonus amount is calculated at 75% of the year end annual compensation
rate.
The Bonus plan provides for payment from between 90% and 125% of the Base bonus
as prorated with this proportional achievement of the budgeted operating income
amount between 90% and 125%.
For 1993 the budgeted target for the bonus plan is $10,457,000 of operating
income. Operating income is defined as net sales less: cost of sales,
shipping, selling, and general and administrative expenses, as consistently
presented in Bentley's monthly financial statements.