1
Exhibit 10.3
- ------------
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into effective as of the 1st day of
August, 1996, by and between INTERFACE, INC., a corporation organized under the
laws of the State of Georgia, U.S.A. (the "Company"), and RAYMOND S. WILLOCH, a
U.S. citizen currently residing in Atlanta, Georgia (the "Executive").
For and in consideration of 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. Employment. Subject to the terms and conditions of this
Agreement, Executive shall be employed by the Company as Vice President,
General Counsel and 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 hereby accepts such employment and agrees
to perform such executive duties as may be assigned to him. Executive may be
relocated, his titles and duties may be changed, and he may be promoted to a
higher position within the Company, but he will not be demoted or given lesser
titles.
2. Duties. Executive shall devote his full business related time
and best efforts to accomplishing such executive duties at such locations as
may be requested by the CEO of the Company acting under authorization from the
Board of Directors of the Company.
3. Avoidance of Conflict of Interest. While employed by the
Company, Executive shall not engage in any other business without the prior
written consent of the Company. Without limiting the foregoing, Executive
shall not serve as a principal, partner, employee, officer or director of, or
consultant to, any other business or entity conducting business for profit
(other than as a director of Georgia Duck & Cordage Mill) without the prior
written approval of the Company. In addition, under no circumstances will
Executive have any financial interest in any competitor of the Company;
provided, however, that Executive may invest in no more than 2% of the
outstanding stock or securities of any competitor whose stock or securities are
traded on a national stock exchange of any country.
4. Term. The term of this Agreement shall be for a rolling, two
(2) year term commencing on the date hereof, and shall be deemed automatically
(without further action by either the Company or the Executive) to extend each
day for an additional day such that the remaining term of the Agreement shall
continue to be two (2) years; provided, however, that on Executive's 63rd
birthday this Agreement shall cease to extend automatically and, on such date,
the remaining "term" of this Agreement shall be two (2) years; provided
further, that the Company may, by notice to the Executive, cause this Agreement
to cease to extend automatically and, upon such notice, the "term" of this
Agreement shall be two (2) years following such notice.
2
5. Termination. Executive's employment with the Company may be
terminated as follows:
(a) Executive may voluntarily terminate his employment hereunder at
any time, effective ninety (90) days after delivery to the Company of his
signed, written resignation; Company may accept said resignation and pay
Executive in lieu of waiting for passage of the notice period.
(b) Subject to the terms of Paragraphs 5(c) and (d) below, the
Company may terminate Executive's employment hereunder, in its sole discretion,
whether with or without just cause (as defined in Paragraph 5(d) below), at any
time upon written notice to Executive.
(c) If, prior to the end of the term of this Agreement, the Company
terminates Executive's employment without just cause (as defined in Paragraph
5(d) below), the Executive shall be entitled to receive the compensation and
benefits set forth in (i) through (vi) below. The time periods in (i) through
(iv) below shall be the lesser of the 24-month period stated therein or the
time period remaining from the date of Executive's termination to the end of
the term of this Agreement.
(i) The Executive will continue to receive his current salary
(subject to withholding of all applicable taxes and any amounts
referred to in subparagraph (iii) below) for a period of twenty-four
(24) months from his date of termination in the same manner as it was
being paid as of the date of termination. For purposes hereof, the
Executive's "current salary" shall be the highest rate in effect
during the six-month period prior to the Executive's termination.
(ii) The Executive shall receive bonus payments from the
Company for the twenty-four (24) months following the month in which
his employment is terminated in an amount for each such month equal to
one-twelfth (1/12) of the average ("Average Bonus") of the bonuses
paid to him for the two (2) calendar years immediately preceding the
year in which such termination occurs. Executive shall also receive a
prorated bonus for the year in which he terminates equal to the
Average Bonus multiplied by the number of days he worked in such year
divided by 365 days. Any bonus amounts that the Executive had
previously earned from the Company but which may not yet have been
paid as of the date of termination shall not be affected by this
provision; provided, that if the amount of the bonus for such prior
year has not yet been determined, the bonus shall be an amount not
less than the Average Bonus.
(iii) The health and life insurance benefits coverage
(including any executive medical plan) provided to the Executive at
his date of termination shall be continued by the Company at its
expense at the same level and in the same manner as if his employment
had not terminated (subject to the customary
2
3
changes in such coverages if the Executive retires, reaches age 65 or
similar events), beginning on the date of such termination and ending
on the date twenty-four (24) months from the date of such termination.
Any additional coverages the Executive had at termination, including
dependent coverage, will also be continued for such period on the same
terms, to the extent permitted by the applicable policies or
contracts. Any costs for such coverages the Executive was paying at
the time of termination shall be paid by the Executive by separate
check payable to the Company each month in advance. If the terms of
any benefit plan referred to in this paragraph do not permit continued
participation by the Executive, then the Company will arrange for
other coverage at its expense providing substantially similar
benefits. The coverages provided for in this paragraph shall be
applied against and reduce the period for which COBRA will be
provided.
(iv) To the extent permitted by the applicable plan, the
Executive will be entitled to continue to participate, consistent with
past practices, in the tax-qualified employee retirement plans
maintained by the Company in effect as of his date of termination,
including, to the extent such plans are still maintained by the
Company, the Interface Flooring Systems, Inc. Retirement Plan and
Trust ("Retirement Plan") and the Interface, Inc. Savings Investment
Plan and Trust ("Savings Plan"). The Executive's participation in
such retirement plans shall continue for a period of twenty-four (24)
months from the date of termination of his employment (at which point
he will be considered to have terminated employment within the meaning
of the plans) and the compensation payable to the Executive under (a)
and (b) above shall be treated (unless otherwise excluded) as
compensation under the plans. For purposes of the Savings Plan, the
Executive will be credited with an amount equal to the Company's
contribution to the Plan, assuming Executive had participated in such
Plan at the maximum permissible contribution level. The Executive
shall also be considered fully vested under such plans. If continued
participation in any plan is not permitted or if Executive's benefits
are not fully vested, the Company shall pay to the Executive and, if
applicable, his beneficiary, a supplemental benefit equal to the
present value on the date of termination of employment (calculated as
provided in the plan) of the excess of (A) the benefit the Executive
would have been paid under such plan if he had continued to be covered
for the 24-month period (less any amounts he would have been required
to contribute) and been treated as fully vested, over (B) the benefit
actually payable under such plan. The Company shall pay such
additional benefits (if any) in a lump sum.
(v) As of Executive's date of termination, all outstanding
stock options granted to Executive under the Interface, Inc. Key
Employee Stock Option Plan (1993), the Interface, Inc. Offshore Stock
Option Plan and the Interface Flooring Systems, Inc. Key Employee
Stock Option Plan shall become 100% vested and immediately
exercisable. The provisions of this subparagraph (v)
3
4
shall constitute an amendment of the Executive's stock option
agreements under the Stock Option Plans.
(vi) On his date of termination, the Executive shall be
entitled to a benefit equal to the greater of:
(A) the benefit he is entitled to under his Salary
Continuation Agreement, payable in accordance with the terms of
such agreement; or
(B) a fully vested benefit computed in the same manner
as his benefit under his Salary Continuation Agreement
commencing at age 65 equal to 2.67% of his average compensation
(as defined in the Salary Continuation Agreement) multiplied by
his years of employment (as determined under the Salary
Continuation Agreement). The benefit under this section cannot
exceed 40% of the Executive's average compensation. The benefit
shall be payable commencing at age 65 in the same manner and
over the same period as provided in the Salary Continuation
Agreement, provided that the Executive may elect to commence his
benefit at any time after he attains age 55, in which event the
Executive's benefit shall be reduced 5% for each year (prorated
for partial years) prior to age 65 that his benefit commences.
(vii) The benefits payable or to be provided under (i), (ii),
(iii) or (iv) of this Section 5(c) of this Agreement shall cease in
the event of the Executive's death or election to commence retirement
benefits under the Company's Retirement Plan.
(viii) To be entitled to receive this compensation, Executive
shall sign whatever additional release of claims, confidentiality
agreements and other documents Company may reasonably request of
Executive at the time of payment, and for so long as Executive is
entitled to the benefits of such compensation Executive shall
cooperate fully with and devote his reasonable best efforts to
providing assistance requested by the Company.
(ix) Executive hereby agrees and acknowledges that if he
voluntarily resigns from his employment, or is terminated for just
cause, prior to the end of the term of this Agreement, then he shall
be entitled to no payment or compensation whatsoever from the Company
under this Agreement, other than as may be due him through his last
day of employment. If Executive's employment is terminated due to
Executive's death or disability (as defined in the Company's long-term
disability plan or insurance policy), Executive shall be entitled to
no payment or compensation other than as provided by the Company's
short and long-term disability plan or, in the case of death, its life
insurance payment policy in effect for executives of Executive's
level; provided, however, Executive or his estate, as the case may be,
shall not by operation of
4
5
this sentence forfeit any rights in which he is vested at the time of
his death or disability.
(x) If Executive becomes entitled to compensation and benefits
under this Section 5(c) and such payments are considered to be
severance payments contingent upon a change in control under Internal
Revenue Code Section 280G, Executive shall be required to be willing
to perform the duties and job he was performing under this Agreement
at the time of the change in control and, if such offer is rejected,
to mitigate damages (but only with respect to amounts that would be
treated as severance payments) by reducing the amount of severance
payments he is entitled to receive by any compensation and benefits he
earns from subsequent employment (but shall not be required to seek
such employment) during the 24-month period after termination (or such
lesser period as he is entitled to compensation and benefits under
this Agreement).
(d) The Company, for just cause, may immediately terminate
Executive's employment hereunder at any time upon delivery of written notice to
Executive. For purposes of this Agreement, the phrase "for just cause" shall
mean: (i) Executive's material fraud, malfeasance, gross negligence, or
willful misconduct with respect to business affairs of the Company, (ii)
Executive's refusal or repeated failure to follow the established reasonable
and lawful policies of the Company applicable to persons occupying the same or
similar position, (iii) Executive's material breach of this Agreement, or (iv)
Executive's conviction of a felony or crime involving moral turpitude. A
termination of Executive for just cause based on clause (ii) or (iii) of the
preceding sentence shall take effect thirty (30) days after the Executive
receives from Company written notice of intent to terminate and Company's
description of the alleged cause, unless Executive shall, during such 30-day
period, remedy the events or circumstances constituting cause; provided,
however, that such termination shall take effect immediately upon the giving of
written notice of termination for just cause under any of such clauses if the
Company shall have determined in good faith that such events or circumstances
are not remediable (which determination shall be stated in such notice).
Upon termination of Executive's employment for any reason whatsoever
(whether voluntary on the part of Executive, for just cause, or other reasons),
the obligations of Executive pursuant to Paragraphs 7 (including Exhibit "A")
and 8 hereof shall survive and remain in effect.
6. Compensation and Benefits. During the term of Executive's
employment with the Company hereunder:
(a) Continuity. Executive shall receive a salary and shall continue
to receive his current benefits and such bonus as the CEO or Board of Directors
(or Committee of the Board) shall deem appropriate, subject to such increases
as are determined from time to time;
(b) Other Benefits. Executive shall be entitled to vacation with
pay, life insurance, health insurance and such other employee benefits as he
may be entitled to receive in
5
6
accordance with the established plans and policies of the Company, as in
effect from time to time; and
(c) Tax Equalization. In the event of Executive's relocation, the
Company and Executive will cooperate in good faith to agree on such adjustments
to Executive's compensation and benefits package as are appropriate to provide
consistent after tax income to Executive equivalent to that of a person
receiving Executive's pay and benefits taxable under the terms of the U.S.
Internal Revenue Code, while also acting in the best interests of the Company.
7. Confidentiality and Work Product. Executive agrees to execute
and be bound by the terms and conditions of the Employee Agreement Regarding
Confidentiality and Work Product attached hereto as Exhibit "A", which is
acknowledged to have been effective since August 1, 1996, and is hereby made a
part of this Agreement.
8. Restrictions on Post-Employment Activities. Executive covenants
and agrees that in any circumstance in which Executive's employment ceases and
he is entitled to continue receiving benefits hereunder, then for the period he
is entitled to receive such benefits and for a period of twelve (12) months
thereafter, he will not, directly or indirectly, on his own behalf or on behalf
of any other person or entity:
(i) Solicit the patronage or business of any person or entity
located within the geographical area served by the Company's
subsidiary over which Executive exerted control ("Protected
Customers") and which was a customer of the Company during the term of
Executive's employment, or of any of the prospective Protected
Customers of the Company solicited or called upon by the Company
within two (2) years prior to the termination of Executive's
employment, for the purpose of selling or providing (or attempting to
sell or provide) to any such Protected Customer or prospective
Protected Customer any product or service substantially similar to or
competitive with any product or service sold or offered by the Company
during the term of Executive's employment by the Company; or
(ii) Solicit for employment or hire any person who is then
employed by the Company (whether such employment is pursuant to a
written contract with the Company or otherwise), or induce or attempt
to induce any such person to leave the employment of the Company for
any reason.
If Executive's employment is terminated by the Company for just cause,
the term of the covenants contained in this Section 8 shall be for twenty-four
(24) months after such termination, rather than twelve (12) months.
If Executive has any doubts as to whether a person or entity is a
customer or prospective customer which he is restricted from soliciting as
provided in covenant (i) above, Executive will submit a written request to the
CEO, Chief Financial Officer, or General Counsel of the Company for
clarification and afford the Company at least ten (10) calendar
6
7
days (from the receipt of such request) to respond before taking any action
with respect to such person or entity. Executive further acknowledges and
agrees that the covenants contained herein are reasonable and necessary to
protect the legitimate business interests of the Company.
9. Injunctive Relief. Executive acknowledges that any breach of
the terms of Paragraphs 7 (including Exhibit "A") or 8 hereof would result in
material damage to the Company, although it might be difficult to establish the
monetary value of the damage. Executive therefore agrees that the Company, in
addition to any other rights and remedies available to it, shall be entitled to
obtain an immediate injunction (whether temporary or permanent) from any court
of appropriate jurisdiction in the event of any such breach thereof by
Executive, or threatened breach which the Company in good faith believes will
or is likely to result in irreparable harm to Company.
10. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Georgia and
the federal laws of the United States of America, without regard to rules
relating to the conflict of laws. Executive hereby consents to the
jurisdiction of the Superior Court of Fulton County, Georgia and the U.S.
District Court in Atlanta, Georgia and hereby waives any objection he might
otherwise have to jurisdiction and venue in such courts in the event either is
requested to resolve a dispute between the parties.
11. Notices. All notices, consents and other communications
required or authorized to be given by either party to the other under this
Agreement shall be in writing and shall be deemed to have been given or
submitted upon actual receipt if delivered in person or by facsimile
transmission, and upon the earlier of actual receipt or the expiration of seven
(7) days after mailing if sent by registered or certified mail (express
delivery), postage prepaid to the parties at the following addresses:
To The Company: Interface, Inc.
2859 Paces Ferry Road, Suite 2000
Atlanta, Georgia 30339
Fax No.: 404/437-6822
Attn: President and CEO
With A Copy To: Interface, Inc.
2859 Paces Ferry Road, Suite 2000
Atlanta, Georgia 30339
Fax No.: 404/319-6270
Attn: General Counsel
To Executive: Raymond S. Willoch
at the last address shown
on the records of the Company
7
8
The Executive shall be responsible for providing the Company with a current
address. Either party may change its address (and fax number) for purposes of
notices under this Agreement by providing notice to the other party in the
manner set forth above.
12. Failure to Enforce. The failure of either party hereto at any
time, or for any period of time, to enforce any of the provisions of this
Agreement shall not be construed as a waiver of such provision(s) or of the
right of such party thereafter to enforce each and every such provision.
13. Binding Effect. This Agreement shall inure to the benefit of,
and be binding upon, the Company and its successors and assigns, and Executive
and his heirs and personal representatives. Any business entity or person
succeeding to substantially all of the business of the Company by purchase,
merger, consolidation, sale of asset, or otherwise shall be bound by and shall
adopt and assume this Agreement and the Company shall obtain the assumption of
this Agreement by such successor.
14. Entire Agreement. This Agreement (together with the Exhibits
hereto) supersedes all prior discussions and agreements between the parties and
constitutes the sole and entire agreement between the Company and Executive
with respect to the subject matter hereof. This Agreement shall not be
modified or amended except pursuant to a written document signed by the parties
hereto.
15. Severability. Executive acknowledges and agrees that the
Company's various rights and remedies referenced in this Agreement are
cumulative and nonexclusive of one another, and that Executive's covenants and
agreements contained herein are severable and independent of one another.
Executive agrees that the existence of any claim by him against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to enforcement by the Company of any or all of such covenants or
agreements of Executive hereunder. If any provision of this Agreement shall be
held to be illegal, invalid or unenforceable by a court of competent
jurisdiction, it is the intention of the parties that the remaining provisions
shall constitute their agreement with respect to the subject matter hereof, and
all such remaining provisions shall remain in full force and effect.
16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
8
9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their respective names as of the date first written above.
INTERFACE, INC.
By: /s/ Ray C. Anderson
---------------------------------
Ray C. Anderson,
President
Attest: /s/ Raymond S. Willoch
-----------------------------
Secretary
[CORPORATE SEAL]
EXECUTIVE
/s/ Raymond S. Willoch
--------------------------------------
Raymond S. Willoch
9
10
EXHIBIT "A"
EMPLOYEE AGREEMENT REGARDING CONFIDENTIALITY
AND WORK PRODUCT
During the course of my employment, the Company has furnished or
disclosed (or may furnish or disclose) to me certain Confidential Information
related to its business. I also may invent, develop, produce, write or
generate Confidential Information and Work Product which might be of great
value to its competitors. I acknowledge that the continuing ability of the
Company to engage successfully in its business and provide goods and services
on a competitive basis depends, in part, upon maintenance of the secrecy of the
Confidential Information and protection of its rights in Work Product.
Therefore, as part of the consideration for the compensation paid or
to be paid me for my services during the course of my employment, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, I covenant and agree with and in favor of the Company as
follows:
1. DEFINITIONS. The following terms, whenever used in this Agreement,
shall have the respective meanings set forth below:
COMPANY -- Interface, Inc. and its direct and indirect subsidiaries
and affiliated companies (including, without limitation, Interface
Flooring Systems, Inc.), individually and collectively. (References
herein to EMPLOYER shall mean the particular company by which I am
employed.)
CONFIDENTIAL INFORMATION -- (i) All Trade Secrets (as defined below),
and (ii) any other information that is material to the Company and not
generally available to the public, including, without limitation,
information concerning the Company's methods and plans of operation,
production processes, marketing and sales strategies, research and
development, know-how, computer programming, style and design
technology and plans, non-published product specifications, patent
applications, product and raw material costs, pricing strategies,
business plans, financial data, personnel records, suppliers and
customers (whether or not such information constitutes a Trade
Secret).
TRADE SECRET -- Information of or about the Company that would be
considered a trade secret under Georgia law; namely, that information
which (i) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable through proper
means by, other persons who can obtain economic value from its
disclosure or use, and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. Such
information constituting Trade Secrets may include, but shall not be
limited to, technical or nontechnical data, a formula, pattern,
compilation, program, device, method, technique, drawing or process,
financial data or plans, product plans, or a list of actual or
potential customers or suppliers.
NONDISCLOSURE PERIOD -- (i) With respect to any Trade Secret, the
period of my employment with Employer and for so long afterwards as
the pertinent information or data remains a Trade Secret; and (ii)
with respect to Confidential Information that does not constitute a
Trade Secret, the period of my employment with Employer and for a
period of two years thereafter.
WORK PRODUCT -- (i) All writings, tapes, recordings, computer programs
and other works in any tangible medium of expression, regardless of
the form of medium, and (ii) all inventions or ideas in the nature of
a new design, machine, process, method of manufacture, composition of
matter or formula, or any new and useful improvements thereof, that
relate to the business conducted by the Company and have been or are
conceived, prepared or developed by me (in whole or in part, alone or
in conjunction with others) during the term of my employment with
Employer.
2. CONFIDENTIALITY. During the applicable Nondisclosure Period, I will
neither use (except as necessary to perform my obligations to Employer) nor
disclose to any other person or entity (except employees of the Company
authorized to receive such information) any Confidential Information without
the prior written consent of an executive officer of Employer to do so. The
foregoing obligations shall apply with regard to all Confidential Information
known to me, including such Confidential Information first disclosed to (or
known by) me prior to the date of this Agreement. The limited duration of the
Nondisclosure Period shall not operate or be construed as affording me any
right or license to use any Confidential Information (or Work Product) at the
end of such Nondisclosure Period, or as a waiver by the Company of the rights
and benefits available to it under laws governing the protection and
enforceability of patents, copyrights and other intellectual property.
A-1
11
3. EXCEPTIONS. The foregoing confidentiality obligations shall not
apply to: (i) any information that, through no fault of mine, shall have become
disclosed in the public domain through publications of general circulation,
(ii) any information received by me in good faith from a third party who has
the legitimate possession of and unrestricted right to disclose such
information, and (iii) any information that I can demonstrate through prior
written records to have been within my legitimate possession prior to the time
of my first employment with Employer. If I am unsure as to whether any
particular information or data constitutes Confidential Information, or as to
the applicable Nondisclosure Period, I will submit a written request to an
executive officer of Employer for clarification and afford Employer at least
twenty (20) days (from the date of receipt of such request) to respond before
disclosing or personally using such information or data.
4. RIGHTS TO WORK PRODUCT. The Work Product, and all patents, copyrights
and other rights, titles and interests whatsoever in and to the Work Product,
shall be owned solely, irrevocably and exclusively throughout the world by
Employer as works made for hire. If and to the extent any court or agency
should conclude that the Work Product (or any portion thereof) does not
constitute or qualify as "work made for hire", I hereby (without further
consideration) assign, grant and deliver unto Employer (or its designee),
solely, irrevocably and exclusively throughout the world, all rights, titles
and interests whatsoever (whether presently in existence or arising in the
future) in and to the Work Product. I will execute and deliver such additional
grants, assignments, transfer instruments and other documents as Employer from
time to time (whether during or subsequent to my employment) reasonably may
request for the purpose of evidencing, perfecting, enforcing, registering or
defending its complete, exclusive, perpetual and worldwide ownership of all
such rights, titles and interest in and to the Work Product, or to effect the
transfer of any such rights, titles and interests to designees of Employer. I
hereby irrevocably constitute and appoint Employer as my agent and attorney-
in-fact (with full power of substitution) to execute and deliver, in my name,
place and stead, any and all such assignments or other instruments (including,
without limitation, applications for U.S. and foreign patents) which I shall
fail or refuse promptly to execute and deliver, this power and agency being
coupled with an interest and being irrevocable. Without limiting the preceding
provisions of this paragraph, I acknowledge and agree that the Company may
edit, modify, use, publish and exploit the Work Product (and any portion
thereof) in all media and in such manner as the Company in its discretion may
determine.
5. RETURN OF INFORMATION. Upon request by an executive officer of
Employer at any time, and in any event upon termination of my employment for
any reason, I will deliver to an executive officer of Employer all written
materials and records and all other tangible items (such as tools and devices)
in my possession or under my control that constitute or embody Confidential
Information or Work Product, or that otherwise are the property of the Company
or relate to the affairs of the Company, and will keep no copies or duplicates
thereof except as may be expressly authorized in writing at that time by an
executive officer of Employer.
6. INJUNCTIVE RELIEF. I acknowledge that any breach of the terms of this
Agreement would result in material damage to the Company, although it might be
difficult to establish the monetary value of the damage. I therefore agree
that the Company, in addition to any other rights and remedies available to it,
shall be entitled to injunctive relief by a court of appropriate jurisdiction
in the event of my breach or threatened breach of any term of this Agreement.
7. GENERAL MATTERS. (a) All rights and restrictions contained herein may
be exercised and shall be applicable and binding only to the extent that they
do not violate applicable law. If any term of this Agreement shall be held to
be illegal, invalid or unenforceable by a court of competent jurisdiction, the
remaining terms hereof shall remain in full force and effect. (b) This
Agreement does not create in me any rights of continued employment, and
whatever rights Employer may have to terminate my employment are not affected
hereby. (c) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia (USA). (d) The covenants and
agreements set forth herein shall inure to the benefit of the Company and its
successors and assigns, and shall be binding upon me and my heirs, personal
representatives and assigns.
I have executed this Agreement effective on the 1st day of August,
1996.
READ, UNDERSTOOD AND AGREED:
/s/ Raymond S. Willoch
----------------------
Raymond S. Willoch
A-2