-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B3RdiUdo42ngtuep914HxikiyTPLkZaJso9/uZvlm52K8mQbtGgHCYlANeD5rG/3 BAS042El0rVf4rbam9gIBg== 0000910195-97-000304.txt : 19971027 0000910195-97-000304.hdr.sgml : 19971027 ACCESSION NUMBER: 0000910195-97-000304 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19971024 EFFECTIVENESS DATE: 19971024 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERFACE INC CENTRAL INDEX KEY: 0000715787 STANDARD INDUSTRIAL CLASSIFICATION: CARPETS AND RUGS [2273] IRS NUMBER: 581451243 STATE OF INCORPORATION: GA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38675 FILM NUMBER: 97700506 BUSINESS ADDRESS: STREET 1: 2859 PACES FERRY RD STREET 2: STE 2000 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 4043196471 FORMER COMPANY: FORMER CONFORMED NAME: INTERFACE FLOORING SYSTEMS INC DATE OF NAME CHANGE: 19870817 S-8 1 INTERFACE, INC. - OMNIUS STOCK INCENTIVE PLAN, ETC As filed with the Securities and Exchange Commission on October 24, 1997. File No. 333-_______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERFACE, INC. (Exact Name of Issuer as Specified in its Charter) Georgia 58-1451243 ------------------------------- ---------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) Suite 2000 2859 Paces Ferry Road Atlanta, Georgia 30339 ----------------------------------------------------- (Address and Zip Code of Principal Executive Offices) INTERFACE, INC. OMNIBUS STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND PAUL G. HAWKEN STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND DAVID D. OAKEY STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND JOHN W. PICARD STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND FREDERICK S. SHEHADI, JR. STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND JOSEPH PAUL ZINK, III ---------------------------------------------------------------------------- (Full Title of the Plans) Raymond S. Willoch, Esquire Vice President, General Counsel and Secretary INTERFACE, INC. Suite 2000 2859 Paces Ferry Road Atlanta, Georgia 30339 (770) 437-6800 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
============================================================================================================= Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered Offering Price Per Aggregate Offering Registration Fee Unit Price - -------------------------------------------------------------------------------------------------------------- Class A or Class B 1,865,000 28 11/16 53,502,188 $16,213 Common Stock, par value $.10 per share Determined in accordance with Rule 457(h) under the Securities Act of 1933, as amended, based on $28 11/16, the average of the high and low sale prices quoted on the Nasdaq National Market System on October 23, 1997. /FN PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Interface, Inc. (the "Company" or the "Registrant") are incorporated by reference into this Registration Statement and are deemed to be a part hereof from the date of the filing of such documents: (1) The Registrant's Annual Report on Form 10-K for its fiscal year ended December 29, 1996. (2) All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal year covered by the Registrant's Annual Report on Form 10-K for its fiscal year ended December 29, 1996. (3) The description of Common Stock contained in the Registration Statement on Form 8-A, filed on April 30, 1984, as amended by a Form 8 filed on August 19, 1988, including all amendments or reports filed for the purpose of updating such description. (4) All other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities that remain unsold. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS As provided under Georgia law, the Registrant's Amended Articles of Incorporation provide that a director shall not be personally liable to the Registrant or its shareholders for monetary damages for breach of duty of care or any other duty owed to the Registrant as a director, except that such provision shall not eliminate or limit the liability of a director (a) for any appropriation, in violation of his duties, of any business opportunity of the Registrant, (b) for acts or omissions which involve intentional misconduct or a knowing violation of law, (c) for unlawful corporate distributions, or (d) for any transaction from which the director received an improper benefit. Under Article VII of the Registrant's Amended Bylaws, the Registrant is authorized to indemnify its officers and directors for any liability and expense incurred by them in connection with or resulting from any threatened, pending or completed legal action or other proceeding or investigation by reason of his being or having been an officer or director. An officer or director may only be indemnified if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Registrant, and, with respect to a criminal matter, he did not have reasonable cause to believe that his conduct was unlawful. No officer or director who has been adjudged liable for the improper receipt of a personal benefit is entitled to indemnification. Any officer or director who has been wholly successful on the merits or otherwise in an action or proceeding in his official capacity is entitled to indemnification as to expenses by the Registrant. All other determinations in respect of indemnification shall be made by either: (i) a majority vote of a quorum of disinterested directors; (ii) independent legal counsel selected in accordance with the Bylaws and at the request of the Board; or (iii) the holders of a majority of the Registrant's stock who at such time are entitled to vote for the election of directors. The provisions of the Registrant's Bylaws on indemnification are consistent in all material respects with the laws of the State of Georgia, which authorize indemnification of corporate officers and directors. The Registrant's directors and officers are insured against losses arising from any claim against them as such for wrongful acts or omissions, subject to certain limitations. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The exhibits included as part of this Registration Statement are as follows: Exhibit Number Description - -------------- ----------- 4 Interface, Inc. Omnibus Stock Incentive Plan (included as Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for its fiscal year ended December 29, 1996, previously filed with the Commission and incorporated herein by reference.) 5 Opinion of Raymond S. Willoch, Vice President, General Counsel and Secretary of the Registrant 23(a) Consent of BDO Seidman, LLP 23(b) Consent of Raymond S. Willoch (see Exhibit 5) 24 Power of Attorney (See Signature Page) 99.1 Stock Option Agreement between the Registrant and Paul G. Hawken 99.2 Stock Option Agreement between the Registrant and David D. Oakey 99.3 Stock Option Agreement between the Registrant and John W. Picard 99.4 Stock Option Agreement between the Registrant and Frederick S. Shehadi, Jr. 99.5 Stock Option Agreement between the Registrant and Joseph Paul Zink, III 99.6 Stock Option Agreement between the Registrant and Joseph Paul Zink, III ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 21, 1997. INTERFACE, INC. By: /s/ Ray C. Anderson Ray C. Anderson, Chairman of the Board and Chief Executive Officer Each person whose signature appears below hereby constitutes and appoints Ray C. Anderson and Daniel T. Hendrix, and either of them, his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing whatsoever requisite and desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities indicated, on the 21st day of October, 1997. Signature Capacity /s/ Ray C. Anderson Chairman of the Board and Chief Ray C. Anderson Executive Officer (PRINCIPAL EXECUTIVE OFFICER) /s/ Daniel T. Hendrix Senior Vice President-Finance, Daniel T. Hendrix Chief Financial Officer and Director (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) /s/ Brian L. DeMoura Director Brian L. DeMoura /s/ Charles R. Eitel Director Charles R. Eitel /s/ Donald E. Russell Director Donald E. Russell /s/ John H. Walker Director John H. Walker /s/ Gordon D. Whitener Director Gordon D. Whitener /s/ Dianne Dillion-Ridgley Director Dianne Dillon-Ridgley /s/ Carl I. Gable Director Carl I. Gable /s/ Dr. June M. Henton Director Dr. June M. Henton /s/ J. Smith Lanier, II Director J. Smith Lanier, II /s/ Leonard G. Saulter Director Leonard G. Saulter /s/ Clarinus C. Th. van Andel Director Clarinus C. Th. van Andel EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8 Exhibit Number Description 5 Opinion of Raymond S. Willoch, Vice President, General Counsel and Secretary of the Registrant 23(a) Consent of BDO Seidman, LLP 23(b) Consent of Raymond S. Willoch (see Exhibit 5) 24 Power of Attorney (See Signature Page) 99.1 Stock Option Agreement between the Registrant and Paul G. Hawken 99.2 Stock Option Agreement between the Registrant and David D. Oakey 99.3 Stock Option Agreement between the Registrant and John W. Picard 99.4 Stock Option Agreement between the Registrant and Frederick S. Shehadi, Jr. 99.5 Stock Option Agreement between the Registrant and Joseph Paul Zink, III 99.6 Stock Option Agreement between the Registrant and Joseph Paul Zink, III
EX-5 2 OPINION AND CONSENT OF COUNSEL EXHIBIT 5 October 23, 1997 Interface, Inc. 2859 Paces Ferry Road Suite 2000 Atlanta, Georgia 30339 Re: Registration Statement on Form S-8 Gentlemen: The undersigned has acted as counsel for Interface, Inc., a Georgia corporation (the "Company"), in connection with the preparation of the referenced Form S-8 Registration Statement relating to the Company's Omnibus Stock Incentive Plan, the Stock Option Agreement between the Company and Paul G. Hawken, the Stock Option Agreement between the Company and David D. Oakey, the Stock Option Agreement between the Company and John W. Picard, the Stock Option Agreement between the Company and Frederick S. Shehadi, Jr., and the Stock Option Agreements between the Company and Joseph Paul Zink, III (collectively, the "Plans"), and the proposed offer and sale of up to 1,865,000 shares of the Company's Common Stock, $.10 par value per share (the "Common Stock") pursuant to the Plans. In connection with the preparation of said Registration Statement, I have examined originals or copies of such corporate records, documents and other instruments relating to the authorization and issuance of such shares of Common Stock as I have deemed relevant under the circumstances. On the basis of the foregoing, it is my opinion that: 1. The Company was duly organized and incorporated and is validly existing under the laws of the State of Georgia, with an authorized capitalization consisting of 40,000,000 shares of Class A Common Stock, par value $.10 per share, 40,000,000 shares of Class B Common Stock, par value $.10 per share, and 5,000,000 shares of Preferred Stock, par value $1.00 per share. 2. The Plans and the proposed offer and sale thereunder of up to 1,865,000 shares of Class A or Class B Common Stock have been duly authorized or ratified by the Board of Directors of the Company (or the Executive Committee thereof), and the shares, when issued in accordance with and subject to the terms and conditions of the Plans, will be legally issued, fully paid and nonassessable. The undersigned hereby consents to the filing of this opinion as an exhibit to said Registration Statement. Sincerely, /s/ Raymond S. Willoch Raymond S. Willoch Vice President, Secretary and General Counsel EX-23 3 ACCOUNTANT'S CONSENT BDO Seidman LLP 285 Peachtree Center Avenue, Suite 800 Accountants and Consultants Atlanta, Georgia 30303-1230 Telephone: (404) 688-6841 Fax: (404) 688-1075 EXHIBIT 23(b) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Interface, Inc. Atlanta, Georgia We hereby consent to the incorporation by reference in the Prospectus constituting a part of the Company's Registration Statement on Form S-8 of our reports dated February 20, 1997, relating to the consolidated financial statements and schedule of Interface, Inc., appearing in the Company's Form 10-K for the year ended December 29, 1996. We also consent to the reference to us under the caption "Experts" in the Prospectus. /s/ BDO SEIDMAN LLP Atlanta, Georgia October 23, 1997 EX-99.1 4 SO AGREEMENT - HAWKEN INTERFACE, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (this "Agreement") is entered into as of the 11th day of April, 1997, by and between INTERFACE, INC. (the "Company") and PAUL HAWKEN ("Optionee"). W I T N E S S E T H: WHEREAS, the Company has adopted the Interface, Inc. Omnibus Stock Incentive Plan (the "Plan") which is administered by a committee appointed by the Company's Board of Directors (the "Committee"); and WHEREAS, subject to approval of the Plan by the Company's shareholders, the Committee has granted to Optionee a Stock Option under the terms of the Plan (the "Option") to encourage Optionee's continued loyalty and diligence; and WHEREAS, to comply with the terms of the Plan and to further the interests of the Company and Optionee, the parties hereto have set forth the terms of the Option in writing in this Agreement. NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. PLAN PROVISIONS. In addition to the terms and conditions set forth herein, the Option is subject to and governed by the terms and conditions set forth in the Plan, which are hereby incorporated herein by reference. Any terms used herein with an initial capital letter shall have the same meaning as provided in the Plan, unless otherwise specified herein. In the event of any conflict between the provisions of this Agreement and the Plan, the Plan shall control. 2. GRANT OF OPTION. On January 20, 1997 (the "Grant Date"), the Committee granted to Optionee the right to purchase 10,000 Shares of the $.10 par value common stock of the Company, subject to the restrictions and other conditions set forth herein. Such Shares may be either Class A common stock or Class B common stock, or any combination thereof, as determined by the Committee in its sole discretion at the time of exercise. Such Shares are hereinafter sometimes referred to as the "Option Shares." The Option is not intended to qualify as an "Incentive Stock Option" within the meaning of Section 422 of the Code. 3. EXERCISE PRICE. The purchase price payable for the Option Shares upon exercise of the Option, in whole or in part, shall be $19.125 per share (the "Exercise Price"), which is the Fair Market Value of an Option Share on the Grant Date. 4. VESTING. The Option shall vest and become exercisable with respect to 20 percent of the Option Shares on each of the first five anniversaries of the Grant Date. Optionee may, but need not, exercise the Option with respect to Option Shares at the time they first vest and become exercisable, or may exercise such Option Shares at any later time before the Option terminates (see Section 6 hereof). 5. FORFEITURE UPON TERMINATION OF RELATIONSHIP. If Optionee's employment, services or association with the Company and all of its Subsidiaries is terminated for any reason whatsoever, any portion of the Option that is not then vested shall be terminated and immediately forfeited, and Optionee shall have no rights in such portion of the Option. 6. TERMINATION OF OPTION. Notwithstanding any other provision of this Agreement to the contrary, the Option shall terminate and shall no longer be exercisable after the first to occur of: (a) the tenth anniversary of the Grant Date; (b) the expiration of the three-month period beginning on the date Optionee's employment, services or association with the Company and all of its Subsidiaries terminates for any reason other than Optionee's Disability (as defined below) or death; (c) the expiration of the 12- month period beginning on the date Optionee's employment, services or association with the Company and its Subsidiaries terminates as a result of Optionee's Disability; or (d) the expiration of the 24-month period beginning on the date Optionee's employment, services or association with the Company and its Subsidiaries terminates as a result of Optionee's death. For purposes hereof, "Disability" shall mean Optionee's inability, as a result of physical or mental incapacity, to substantially perform Optionee's duties or services for the Company and its Subsidiaries on a regular basis for a continuous period of six months. The Committee, in its sole discretion, shall make all determinations as to the date Optionee's employment, services or association with the Company and its Subsidiaries has been terminated, or whether or not Optionee has incurred a Disability, and the Committee's determination shall be final and binding. The Committee may extend such exercise period, in its sole discretion. 7. OPTION NOT TRANSFERABLE. Optionee may not transfer or assign the Option other than by will or the laws of descent and distribution. During the lifetime of Optionee, only Optionee (or in the event of Optionee's Disability, Optionee's duly appointed guardian or attorney-in-fact) may exercise the Option. 2 8. DEATH OF OPTIONEE. In the event of Optionee's death, the unexercised, vested portion of the Option may be exercised (but not transferred or assigned) by Optionee's personal representatives, heirs or legatees at any time prior to the date as of which the Option expires under Section 6 hereof. Such exercise shall be effected in accordance with the terms hereof as if such representative, heir or legatee was Optionee hereunder; however, the Company may require proof of the right of such person to exercise the Option. 9. MANNER OF EXERCISE. (a) NOTICE OF EXERCISE. Optionee, or Optionee's successors (as permitted herein), may exercise the Option by delivery to the Secretary of the Company of a written notice of exercise executed by Optionee or such successor (the "Notice of Exercise"). The Notice of Exercise shall be substantially in the form set forth on Exhibit A, attached hereto and made a part hereof, and shall identify the Option and the number of Option Shares being purchased pursuant to the Option exercise. (b) PARTIAL EXERCISE. Optionee may exercise the Option for less than the full number of Option Shares, but no such partial exercise shall be made for less than 100 Shares. Subject to the other restrictions on exercise set forth herein, the unexercised portion of the Option Shares may be exercised at a later date by Optionee, and the 100-Share requirement shall not apply to any exercise of the Option if all remaining vested Option Shares subject to the Option are exercised. 10. PAYMENT OF EXERCISE PRICE. (a) GENERAL. Upon exercise of the Option, Optionee (or Optionee's successors) shall pay the Exercise Price in cash, in Shares or any combination thereof. (b) PAYMENT IN SHARES. If Optionee pays all or a portion of the Exercise Price with Shares, the following conditions shall apply: (i) Optionee shall deliver to the Secretary of the Company a certificate or certificates representing such Shares duly endorsed for transfer to the Company (or an attestation of Optionee's then current ownership of a number of Shares equal to the number thereby authorized to be withheld); (ii) Optionee shall have held such Shares for at least six months before the date such payment is made; 3 (iii) Such Shares shall be valued on the basis of the Fair Market Value of Shares on the date of exercise, pursuant to the terms of the Plan; and (iv) The value of the Shares delivered shall be less than or equal to the full Exercise Price. If Optionee delivers Shares with a value that is less than the Exercise Price, Optionee shall pay the balance of the Exercise Price in cash. 11. WITHHOLDING. As a condition to exercise of the Option, Optionee (or Optionee's successors) shall pay the Company an amount equal to the sum of all applicable employment taxes that the Company is required to withhold at any time. Such payment may be made in cash, by withholding from Optionee's normal pay or by delivery of Shares (or an attestation of ownership of Shares in lieu of delivery). 12. DELIVERY OF STOCK CERTIFICATE. As soon as practicable after the date of exercise of the Option and receipt by the Company of full payment of the Exercise Price, the Company shall either instruct its transfer agent to issue a stock certificate representing the Option Shares acquired by Optionee pursuant to Optionee's exercise of the Option or shall otherwise effectively transfer such Option Shares to Optionee. 13. ACKNOWLEDGMENT OF OPTIONEE. Optionee acknowledges that certain restrictions under state, federal or foreign securities laws may apply with respect to the Option Shares issued pursuant to the Option. Optionee further acknowledges that, to the extent Optionee is an "affiliate" of the Company (as that term is defined by the Securities Act of 1933), the Option Shares are subject to certain trading restrictions under applicable securities laws (including, particularly, Rule 144 under the Securities Act). Optionee hereby agrees to execute such documents and take such actions as the Company may reasonably require with respect to state, federal and foreign securities laws and any restrictions on the resale of such Shares which may pertain under such laws. The Company intends to register the securities represented by and subject to the Option; however, in the event such registration at any time is ineffective or any special rules apply, such securities may be sold or transferred only in accordance with the Plan and pursuant to additional, effective securities laws registrations or in a transaction that is exempt from such registration requirements. If appropriate under the circumstances, the certificate(s) evidencing the Shares issued upon exercise of the Option shall bear a restrictive legend indicating that the Shares have not been registered under applicable securities laws. 4 14. EXECUTION OF AGREEMENT. Optionee shall execute this Agreement within 30 days after receipt of same, and promptly return an executed copy to the Company. 15. MISCELLANEOUS. (a) EMPLOYMENT RIGHTS. The granting of the Option and the execution of this Agreement shall not afford Optionee any rights to similar grants in future years or any right to be retained in the employ or service of the Company or any of its Subsidiaries, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate Optionee's employment, services or association at any time, with or without cause, or the right of Optionee to terminate Optionee's employment, services or association at any time. (b) SHAREHOLDER RIGHTS. Optionee shall have none of the rights of a shareholder with respect to the Option Shares until Optionee has exercised the Option and thereby acquired the Option Shares in accordance with this Agreement. (c) SEVERABILITY. If any term, provision, covenant or restriction contained in this Agreement is held by a court or governmental agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall continue in full force and effect, and shall in no way be affected, impaired or invalidated. (d) CONTROLLING LAW. This Agreement is being made in the State of Georgia (USA) and shall be construed and enforced in accordance with the laws of that state. (e) CONSTRUCTION. This Agreement contains the entire understanding between the parties and supersedes any prior understandings and agreements between them with respect to the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between the parties hereto relating to the subject matter hereof which are not fully expressed herein. (f) BINDING EFFECT. This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns, and Optionee and Optionee's heirs and personal representatives. Any business entity or person 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, and the Company shall obtain the assumption of this Agreement by such successor. (g) HEADINGS. Section and other headings contained in this Agreement are included for reference purposes only and are in no way intended to define or limit the scope, extent or intent of this Agreement or any provision hereof. 5 IN WITNESS WHEREOF, the individual party hereto has executed this Agreement, and the corporate party has caused this Agreement to be executed by a duly authorized representative, as of the date first set forth above. INTERFACE, INC. By: /s/ Ray C. Anderson Ray C. Anderson Chairman and Chief Executive Officer OPTIONEE /s/ Paul Hawken Paul Hawken 6 EXHIBIT A INTERFACE, INC. OMNIBUS STOCK INCENTIVE PLAN (January 20, 1997) NOTICE OF EXERCISE FOR STOCK OPTION AGREEMENT This Notice is given pursuant to the terms of the Stock Option Agreement, dated April 11, 1997, between Interface, Inc. and the undersigned Optionee, which Agreement is made a part hereto and incorporated herein by reference. Optionee hereby exercises the Option with respect to _________ Option Shares. Optionee hereby delivers, together with this written statement of exercise, the full Exercise Price with respect to the exercised Option Shares, which consists of: [COMPLETE ONLY ONE] / / cash in the total amount of $__________. / / __________Shares of the Company's Class _____ common stock. / / cash in the total amount of $__________ and ______ Shares of the Company's Class _____ common stock. Optionee hereby acknowledges that, to the extent Optionee is an "affiliate" of the Company (as that term is defined by the Securities Act of 1933), any Shares of the Company's common stock acquired by Optionee as a result of Optionee's exercise of the Option pursuant to this Notice are subject to certain trading restrictions under applicable securities laws (including, particularly, Rule 144 of the Securities Act), all as described in Section 13 of the Agreement, and Optionee hereby agrees to comply with all such restrictions and to execute such documents or take such other actions as the Company may require in connection with such restrictions. Executed this _____ day of _______________, _____. OPTIONEE: __________________________________________ Signature __________________________________________ Print or Type Name EX-99.2 5 SO AGREEMENT - OAKEY 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 David D. Oakey (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 twenty thousand (20,000) 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: 4,000 of the Option Shares before the expiration of two years from the date of this Agreement, 8,000 of the Option Shares before the expiration of three years from the date of this Agreement, 12,000 of the Option Shares before the expiration of four years from the date of this Agreement and 16,000 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 20,000 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 ceases to provide to the Corporation the services requested by it, or the date on which the Recipient has been notified that his services no longer are needed by 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 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 -2- 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 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 -3- 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 / Charles R. Eitel Charles R. Eitel, Executive Vice President RECIPIENT: /s/ David D.Oakley David D. Oakey -4- 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: ==================================================================== Number of shares being purchased ________ Total purchase price submitted herewith $ _______ ===================================================================== ------------------------ (Signature) ---------------------------------- (Print Name and Representative) ---------------------------------- Capacity, if Applicable) ---------------------- (Date) EX-99.3 6 SO AGREEMENT - PICARD INTERFACE, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (hereinafter referred to as the "Agreement"), made and entered into as of April 24, 1995, by and between Interface, Inc., a corporation organized under the laws of the State of Georgia (hereinafter referred to as the "Corporation"), and John Picard (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 (5,000) 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 fourteen and five-eighths dollars ($14.625), 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: 1,000 of the Option Shares before the expiration of two years from the date of this Agreement, 2,000 of the Option Shares before the expiration of three years from the date of this Agreement, 3,000 of the Option Shares before the expiration of four years from the date of this Agreement and 4,000 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 5,000 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 -2- 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 not been registered under the Act or any applicable state -3- 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/ John Piccard John Picard -4- EXERCISE OF STOCK OPTION The undersigned option Recipient under that certain Interface, Inc. Stock Option Agreement dated as of April 24, 1995 (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: ==================================================================== Number of shares being purchased ________ Total purchase price submitted herewith $ _______ ===================================================================== ------------------------ (Signature) ---------------------------------- (Print Name and Representative) ---------------------------------- Capacity, if Applicable) ---------------------- (Date) EX-99.4 7 SO AGREEMENT - SHEHADI INTERFACE, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (hereinafter referred to as the "Agreement"), made and entered into as of July 29, 1996, by and between INTERFACE, INC., a corporation organized under the laws of the State of Georgia (hereinafter referred to as the "Corporation"), and FREDERICK S. SHEHADI, JR. (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 Common Stock, $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 ten 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 fourteen and five-eighth dollars ($14.625), 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(e) hereof. 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) 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. (d) 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. (e) 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, or (ii) 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 rights granted hereunder shall be transferable, subject to the provisions of subparagraph 2(e) 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: -2- (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 unless such issuance is lawful under any federal, state or foreign laws or regulations which the Corporation may deem applicable to such issuance, provided that the Corporation shall take all steps reasonably necessary to cause the Corporation to be in compliance with such laws or regulations; (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 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. -3- 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/ Frederick S. Shehadi, Jr. Frederick S. Shehadi, Jr. -4- EXERCISE OF STOCK OPTION The undersigned option Recipient under that certain Interface, Inc. Stock Option Agreement dated as of July 29, 1996 (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: ==================================================================== Number of shares being purchased ________ Total purchase price submitted herewith $ _______ ===================================================================== ------------------------ (Signature) ---------------------------------- (Print Name and Representative) ---------------------------------- Capacity, if Applicable) ---------------------- (Date) EX-99.5 8 SO AGREEMENT - ZINK (1) 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 -2- 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 -3- 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 -4- 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: ==================================================================== Number of shares being purchased ________ Total purchase price submitted herewith $ _______ ===================================================================== ------------------------ (Signature) ---------------------------------- (Print Name and Representative) ---------------------------------- Capacity, if Applicable) ---------------------- (Date) EX-99.6 9 SO AGREEMENT - ZINK (2) INTERFACE, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (hereinafter referred to as the "Agreement"), made and entered into as of August 14, 1995, 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 ten 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 fourteen and three-fourth dollars ($14.75), 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 -2- way; provided, however, that upon the death of the Recipient any 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 -3- 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 -4- EXERCISE OF STOCK OPTION The undersigned option Recipient under that certain Interface, Inc. Stock Option Agreement dated as of August 14, 1995 (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: ==================================================================== Number of shares being purchased ________ Total purchase price submitted herewith $ _______ ===================================================================== ------------------------ (Signature) ---------------------------------- (Print Name and Representative) ---------------------------------- Capacity, if Applicable) ---------------------- (Date) -----END PRIVACY-ENHANCED MESSAGE-----