-----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, MRvt88snFCBMxe+sHFKEYmYaRHxcana1JhNfkgxP6/G9vvxskbI4lKblDujbjAwH 0YhIOVaVXiWtSbo5n+nAKA== 0000910195-97-000305.txt : 19971027 0000910195-97-000305.hdr.sgml : 19971027 ACCESSION NUMBER: 0000910195-97-000305 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 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: 333-38677 FILM NUMBER: 97700509 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. - NONQUALIFIED SAVINGS PLAN 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. NONQUALIFIED SAVINGS PLAN ----------------------------------------- (Full Title of the Plan) 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 - ------------------------------------------------------------------------------------------------------------- Deferred Compensation $20,000,000 100% $20,000,000 $6,061 Obligations - -------------------------------------------------------------------------------------------------------------- The Deferred Compensation Obligations are unsecured obligations of Interface, Inc. to pay deferred compensation in the future in accordance with the terms of the Interface, Inc. Nonqualified Savings Plan. Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as amended, this registration statement covers an indeterminate amount of Deferred Compensation Obligations to be created and offered or sold pursuant to the employee benefit plan described herein. The maximum aggregate offering price is based upon an estimate, solely for the purpose of computing the registration fee.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended. Such document(s) and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended. 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 Under the Interface, Inc. Nonqualified Savings Plan (the "Plan"), the Company will provide eligible employees the opportunity to enter into agreements for the deferral of a specified percentage of their compensation, as defined in the Plan ("Compensation"). The obligations of the Company under such agreements to pay the deferred compensation in the future in accordance with the terms of the Plan (the "Obligations") will be unsecured general obligations of the Company. The Plan is unfunded, and Participants have no right, interest or claim in the assets of the Company, except as unsecured general creditors. However, the Company intends, but is not presently required, to set up a so-called "Rabbi Trust" to hold, invest and reinvest deferrals and contributions under the Plan. If a change in control of the Company occurs, as defined in the Plan, the Company will contribute an amount to the Rabbi Trust sufficient to pay the Obligations owed to each Participant. The description of the terms and conditions of the Obligations in this Item 4 is qualified by reference to the Plan, which is filed as Exhibit 4 to this Registration Statement and incorporated herein by reference. The amount of compensation to be deferred by each participating employee (a "Participant") will be determined in accordance with the Plan based on elections by the Participant. The Company will make a 50% matching contribution with respect to deferrals under the Plan. The maximum matching contribution any Participant may receive is 2% of the Participant's Compensation. Notwithstanding the foregoing, the amount of a Participant's matching contributions will be reduced by the amount of matching contributions made to the Participants under the applicable Company 401(k) Plan, so that the total matching contributions under both plans will be 2% of the Participant's compensation. Each Obligation will be payable upon termination of a Participant's employment with the Company, a specific date selected by the Participant, or the Participant's death, in accordance with the terms of the Plan. The Obligations will earn interest at the greater of (a) the rate established by the Administrative Committee of the Company's Board of Directors or (b) the rate announced by Wachovia Bank of North Carolina, N.A. as its prime rate at the beginning of the fourth quarter of the previous Plan Year minus 2%; provided, however, that for the 1997 and 1998 Plan Years, the interest rate will be 8%. The amount of the Company's Obligation to each Participant will be adjusted to reflect the investment experience of the selected rate, including any appreciation or depreciation. The Obligations will be denominated and payable in United States dollars. Neither a Participant nor any other person may assign, alienate, sell, seize, sequester, transfer, pledge, or encumber his or her interest in the Obligations prior to actual payment of deferred compensation, except by will or by the laws of descent and distribution and only to the extent permitted under the Plan. A Participant's interest in the Obligations is not subject to redemption, in whole or in part, prior to the individual payment dates specified by the Participant, either at the option of the Company or through operation of a mandatory or optional sinking fund or analogous provision. However, the Company reserves the right in its sole discretion to amend, suspend or terminate the Plan at any time, except that no such action shall reduce the amount already credited in a Participant's Account without the consent of the person affected. The Obligations are not convertible into another security of the Company. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Certain legal matters with respect to the validity of the Obligations being registered hereby will be passed upon for the Company by Kilpatrick Stockton LLP in its capacity as counsel to the Registrant. Certain partners of Kilpatrick Stockton LLP own shares of the common stock of the Registrant. 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. Nonqualified Savings Plan 5 Opinion of Counsel to Registrant 23(a) Consent of Counsel to Registrant (see Exhibit 5) 23(b) Consent of BDO Seidman, LLP 24 Power of Attorney (See Signature Page) 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 4 Text of the Interface, Inc. Nonqualified Savings Plan 5 Opinion of Counsel to Registrant 23(a) Consent of Counsel to Registrant (see Exhibit 5) 23(b) Consent of BDO Seidman, LLP 24 Power of Attorney (See Signature Page) EX-4 2 TEXT OF NONQUALIFIED SAVINGS PLAN INTERFACE, INC. NONQUALIFIED SAVINGS PLAN INTERFACE, INC. NONQUALIFIED SAVINGS PLAN Effective as of the 1st day of November, 1997, Interface, Inc. (the "Controlling Company") hereby establishes the Interface, Inc. Nonqualified Savings Plan (the "Plan"). BACKGROUND AND PURPOSE A. Goal. The Controlling Company desires to provide its designated key management and highly compensated employees (and those of its affiliated companies that participate in the Plan) with an opportunity (i) to defer the receipt and income taxation of a portion of such employees' annual compensation, and (ii) to receive, on a deferred basis, matching contributions made with respect to at least a portion of such employees own deferrals. B. Coordination with 401(k) Plan. The Plan is intended to allow eligible employees to maximize the retirement benefits they otherwise would be able to attain under the Controlling Company's 401(k) plan (or the 401(k) plan of a participating affiliate company), but for the limits on contributions and benefits applicable to such plan under the Internal Revenue Code of 1986, as amended (the "Code"); including, without limitation, the maximum limits on compensation, employee deferrals and allocations (under Code Sections 401(a)(17), 402(g) and 415, respectively); and the discrimination testing limits (under Code Sections 401(k) and 401(m)). C. Purpose. The purpose of the Plan document is to set forth the terms and conditions pursuant to which these deferrals may be made and to describe the nature and extent of the employees' rights to their deferred amounts. D. Type of Plan. The Plan constitutes an unfunded, nonqualified deferred compensation plan that benefits certain designated employees who are within a select group of key management or highly compensated employees. STATEMENT OF AGREEMENT To establish the Plan with the purposes and goals as hereinabove described, the Controlling Company hereby sets forth the terms and provisions as follows: INTERFACE, INC. NONQUALIFIED SAVINGS PLAN TABLE OF CONTENTS Page ARTICLE IDEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 Account . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2 Administrative Committee . . . . . . . . . . . . . . . . . . 1 1.3 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.4 Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.5 Cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.6 Change in Control . . . . . . . . . . . . . . . . . . . . . . 1 1.7 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.8 Compensation . . . . . . . . . . . . . . . . . . . . . . . . 2 1.9 Controlled Group . . . . . . . . . . . . . . . . . . . . . . 2 1.10 Controlling Company . . . . . . . . . . . . . . . . . . . . . 2 1.11 Deferral Contributions . . . . . . . . . . . . . . . . . . . 2 1.12 Deferral Election . . . . . . . . . . . . . . . . . . . . . . 2 1.13 Disability or Disabled . . . . . . . . . . . . . . . . . 3 1.14 Discretionary Contributions . . . . . . . . . . . . . . . . . 3 1.15 Effective Date . . . . . . . . . . . . . . . . . . . . . . . 3 1.16 Eligible Employee . . . . . . . . . . . . . . . . . . . . . . 3 1.17 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.18 Financial Hardship . . . . . . . . . . . . . . . . . . . . . 3 1.19 Guilford Plan . . . . . . . . . . . . . . . . . . . . . . . . 4 1.20 Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . 4 1.21 Involuntary Termination . . . . . . . . . . . . . . . . . . . 4 1.22 Matching Contributions . . . . . . . . . . . . . . . . . . . 4 1.23 Participant . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.24 Participating Company . . . . . . . . . . . . . . . . . . . . 4 1.25 Permitted Holders . . . . . . . . . . . . . . . . . . . . . . 4 1.26 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.27 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.28 Savings and Investment Plan . . . . . . . . . . . . . . . . . 5 1.29 Surviving Spouse . . . . . . . . . . . . . . . . . . . . . . 5 1.30 Trust or Trust Agreement . . . . . . . . . . . . . . . . . . 5 1.31 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 1.32 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . 5 1.33 Valuation Date . . . . . . . . . . . . . . . . . . . . . . . 5 1.34 Voluntary Termination . . . . . . . . . . . . . . . . . . . . 5 1.35 Voting Stock . . . . . . . . . . . . . . . . . . . . . . . . 5 1.36 Year of Service . . . . . . . . . . . . . . . . . . . . . . 5 ARTICLE IIELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . 7 2.1 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . 7 (a) Annual Participation . . . . . . . . . . . . . . . . . . 7 (b) Interim Plan Year Participation . . . . . . . . . . . . 7 2.2 Procedure for Admission . . . . . . . . . . . . . . . . . . . 7 2.3 Cessation of Eligibility . . . . . . . . . . . . . . . . . . 8 (a) Decrease in 401(k) Plan Contributions . . . . . . . . . 8 (b) Cessation of Eligible Status . . . . . . . . . . . . . . 8 (c) Inactive Participant Status . . . . . . . . . . . . . . 8 i Page ARTICLE IIIPARTICIPANTS' ACCOUNTS; DEFERRALS AND CREDITING . . . . . . 9 3.1 Participants' Accounts . . . . . . . . . . . . . . . . . . . 9 (a) Establishment of Accounts . . . . . . . . . . . . . . . 9 (b) Nature of Contributions and Accounts . . . . . . . . . . 9 (c) Several Liabilities . . . . . . . . . . . . . . . . . . 9 (d) General Creditors . . . . . . . . . . . . . . . . . . . 9 3.2 Deferral Contributions . . . . . . . . . . . . . . . . . . . 9 (a) Effective Date . . . . . . . . . . . . . . . . . . . . 10 (i) Initial Deferral Election . . . . . . . . . . . . 10 (ii) Subsequent Deferral Election . . . . . . . . . . 10 (b) Term . . . . . . . . . . . . . . . . . . . . . . . . . 10 (c) Amount . . . . . . . . . . . . . . . . . . . . . . . . 10 (d) Revocation . . . . . . . . . . . . . . . . . . . . . . 10 (e) Crediting of Deferred Compensation . . . . . . . . . . 11 3.3 Matching Contributions . . . . . . . . . . . . . . . . . . 11 (a) Amount . . . . . . . . . . . . . . . . . . . . . . . . 11 (b) Time of Crediting . . . . . . . . . . . . . . . . . . 11 3.4 Discretionary Contributions . . . . . . . . . . . . . . . . 11 3.5 Debiting of Distributions . . . . . . . . . . . . . . . . . 12 3.6 Crediting of Earnings . . . . . . . . . . . . . . . . . . . 12 (a) Deferral Contributions . . . . . . . . . . . . . . . . 12 (i) Amount Invested . . . . . . . . . . . . . . . . . 12 (ii) Determination of Amount . . . . . . . . . . 12 (b) Matching and Discretionary Contributions . . . . . . . 12 (i) Amount Invested . . . . . . . . . . . . . . . . . 12 (ii) Determination of Amount . . . . . . . . . . 13 3.7 Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . 13 (a) General . . . . . . . . . . . . . . . . . . . . . . . 13 (b) Change in Control . . . . . . . . . . . . . . . . . . 13 3.8 Notice to Participants of Account Balances . . . . . . . . 14 3.9 Good Faith Valuation Binding . . . . . . . . . . . . . . . 14 3.10 Errors and Omissions in Accounts . . . . . . . . . . . . . 14 ARTICLE IVPAYMENT OF ACCOUNT BALANCES . . . . . . . . . . . . . . . . 15 4.1 Benefit Payments Upon Termination of Service for Reasons Other Than Death . . . . . . . . . . . . . . . . . 15 (a) General Rule Concerning Benefit Payments . . . . . . . 15 (b) Timing of Distribution . . . . . . . . . . . . . . . . 15 4.2 Form of Distribution . . . . . . . . . . . . . . . . . . . 16 (a) Single-Sum Payment . . . . . . . . . . . . . . . . . . 16 (b) Annual Installments . . . . . . . . . . . . . . . . . 16 4.3 Death Benefits . . . . . . . . . . . . . . . . . . . . . . 17 4.4 Hardship Distributions . . . . . . . . . . . . . . . . . . 17 4.5 Beneficiary Designation . . . . . . . . . . . . . . . . . . 17 (a) General . . . . . . . . . . . . . . . . . . . . . . . 17 (b) No Designation or Designee Dead or Missing . . . . . . 17 4.6 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ARTICLE VCLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 5.1 Claims . . . . . . . . . . . . . . . . . . . . . . . . . . 19 (a) Initial Claim . . . . . . . . . . . . . . . . . . . . 19 ii Page (b) Appeal . . . . . . . . . . . . . . . . . . . . . . . . 19 (c) Satisfaction of Claims . . . . . . . . . . . . . . . . 19 ARTICLE VISOURCE OF FUNDS; TRUST . . . . . . . . . . . . . . . . . . 20 6.1 Source of Funds . . . . . . . . . . . . . . . . . . . . . . 20 6.2 Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 (a) Establishment . . . . . . . . . . . . . . . . . . . . 20 (b) Distributions . . . . . . . . . . . . . . . . . . . . 20 (c) Status of the Trust . . . . . . . . . . . . . . . . . 20 (d) Change in Control . . . . . . . . . . . . . . . . . . 20 ARTICLE VIIADMINISTRATIVE COMMITTEE . . . . . . . . . . . . . . . . . 22 7.1 Action . . . . . . . . . . . . . . . . . . . . . . . . . . 22 7.2 Rights and Duties . . . . . . . . . . . . . . . . . . . . . 22 7.3 Compensation, Indemnity and Liability . . . . . . . . . . . 23 ARTICLE VIIIAMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . 24 8.1 Amendments . . . . . . . . . . . . . . . . . . . . . . . . 24 8.2 Termination of Plan . . . . . . . . . . . . . . . . . . . . 24 ARTICLE IXMISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 25 9.1 Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . 25 9.2 No Employment Contract . . . . . . . . . . . . . . . . . . 25 9.3 Headings . . . . . . . . . . . . . . . . . . . . . . . . . 25 9.4 Gender and Number . . . . . . . . . . . . . . . . . . . . . 25 9.5 Assigent of Benefits . . . . . . . . . . . . . . . . . . . 25 9.6 Legally Incompetent . . . . . . . . . . . . . . . . . . . . 25 9.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . 26 iii ARTICLE I DEFINITIONS For purposes of the Plan, the following terms, when used with an initial capital letter, shall have the meaning set forth below unless a different meaning plainly is required by the context. 1.1 ACCOUNT shall mean, with respect to a Participant or Beneficiary, the total dollar amount or value evidenced by the last balance posted in accordance with the terms of the Plan to the account record established for such Participant or Beneficiary. 1.2 ADMINISTRATIVE COMMITTEE shall mean the administrative committee of the Savings and Investment Plan, or such other committee as shall be appointed by the Board, which shall act on behalf of the Controlling Company to administer the Plan, all as provided in Article VIII. 1.3 BENEFICIARY shall mean, with respect to a Participant, the person(s) designated in accordance with Section 4.5 to receive any death benefits that may be payable under the Plan upon the death of the Participant. 1.4 BOARD shall mean the Board of Directors of the Controlling Company. 1.5 CAUSE shall mean (i) an act that constitutes, on the part of a Participant, (A) fraud, dishonesty, gross negligence, or willful misconduct and (B) that directly results in material injury to the Controlling Company or any member of the Controlled Group, or (ii) the Participant's conviction of a felony or other crime involving moral turpitude. A termination of the Participant shall not be considered a termination for Cause based on clause (i) of the preceding sentence unless, at least 30 days before such termination is effective, the Participating Company gives written notice of such termination to the Participant specifying the conduct deemed to qualify as Cause, and the Participating Company gives the Participant at least 30 days to remedy the events or circumstances constituting Cause to the reasonable satisfaction of the Controlling Company. A termination for Cause based on clause (ii) above shall take effect immediately upon the Controlling Company's delivery of the termination notice. 1.6 CHANGE IN CONTROL shall mean and be deemed to occur on the earliest of, and upon any subsequent occurrence of, the following: (a) During such period as the holders of the Controlling Company's Class B common stock are entitled to elect a majority of the Controlling Company's Board of Directors, the Permitted Holders shall at any time fail to be the "beneficial owners" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934) of a majority of the issued and outstanding shares of the Controlling Company's Class B common stock; (b) At any time during which the holders of the Controlling Company's Class B common stock have ceased to be entitled to elect a majority of the Controlling Company's Board of Directors, the acquisition by any "person", "entity", or "group" of "beneficial ownership" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, and rules promulgated thereunder) of more than 30 percent of the Voting Stock; (c) The effective time of (i) a merger, consolidation or other business combination of the Controlling Company with one or more corporations as a result of which the holders of the outstanding Voting Stock of the Controlling Company immediately prior to such merger or consolidation hold less than 70 percent of the Voting Stock of the surviving or resulting corporation, or (ii) a transfer of all or substantially all of the property or assets of the Controlling Company other than to an entity of which the Controlling Company owns at least 70 percent of the Voting Stock, or (iii) a plan of complete liquidation of the Controlling Company; and (d) The election to the Board of Directors of the Controlling Company, without the recommendation or approval of Ray C. Anderson if he is then serving on the Board of Directors, or if he is not then serving, of the incumbent Board of Directors of the Controlling Company, of the lesser of (i) four directors, or (ii) directors constituting a majority of the number of directors of the Controlling Company then in office. 1.7 CODE shall mean the Internal Revenue Code of 1986, as amended, and any succeeding federal tax provisions. 1.8 COMPENSATION shall mean, for a Participant for any Plan Year, the total of such Participant's compensation that would be used under the Savings and Investment Plan, for purposes of determining the amount of his before-tax and matching contributions thereunder, if he were an active participant in the Savings and Investment Plan during the portion of such Plan Year that he is an active Participant herein, plus his Deferral Contributions for such Plan Year; provided, for purposes of calculating a Participant's Compensation hereunder, the maximum compensation limit under Code Section 401(a)(17) shall be disregarded. 1.9 CONTROLLED GROUP shall mean all of the companies that are either (i) members of the same controlled group of corporations (within the meaning of Code Section 414(b)) or (ii) under common control (within the meaning of Code Section 414(c)), with the Controlling Company. 1.10 CONTROLLING COMPANY shall mean Interface, Inc., a corporation with its principal place of business in Atlanta, Georgia. 1.11 Deferral Contributions shall mean, for each Plan Year, that portion of a Participant's Compensation deferred under the Plan pursuant to Section 3.2. 1.12 Deferral Election shall mean a written election form (or election in any other format permitted by the Administrative Committee) on which a Participant may elect to defer under the Plan a portion of his Compensation. 2 1.13 DISABILITY OR DISABLED shall mean a Participant's inability, as a result of physical or mental incapacity, to substantially perform his duties for the Controlling Company or any member of the Controlled Group on a full-time basis for a period of 6 months. 1.14 DISCRETIONARY CONTRIBUTIONS shall mean, for each Plan Year, the amount credited to a Participant's Account pursuant to Section 3.4. 1.15 EFFECTIVE DATE shall mean November 1, 1997, the date that the Plan initially shall be effective. 1.16 ELIGIBLE EMPLOYEE shall mean, for a Plan Year or portion of a Plan Year, an individual: (a) Who is a member of a select group of highly compensated or key management employees who the Administrative Committee, in its sole discretion, determines is eligible to participate in the Plan; and (b) Who has satisfied the minimum compensation and/or other classification requirements, if any, established from time to time by the Administrative Committee. 1.17 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended. 1.18 FINANCIAL HARDSHIP shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of the Participant's dependent [as defined in Code Section 152(a)], loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Financial Hardship shall be determined by the Administrative Committee on the basis of the facts of each case, including information supplied by the Participant in accordance with uniform guidelines prescribed from time to time by the Administrative Committee; provided, the Participant will be deemed not to have a Financial Hardship to the extent that such hardship is or may be relieved: (a) Through reimbursement or compensation by insurance or otherwise; (b) By liquidation of the Participant's assets, to the extent the liquidation of assets would not itself cause severe financial hardship; or (c) By cessation of deferrals under the Plan. Examples of what are not considered to be unforeseeable emergencies include the need to send a Participant's child to college or the desire to purchase a home. 3 1.19 GUILFORD PLAN shall mean the Guilford of Maine, Inc. 401(k) Retirement Investment Plan and Trust, and any successor plan thereto. 1.20 INTEREST RATE shall mean, (i) for the 1997 and 1998 Plan Years 8.0%, and (ii) for each subsequent Plan Year, the greater of the rate established by the Administrative Committee in its sole discretion prior to January 1 of that Plan Year or the rate announced by Wachovia Bank of North Carolina, N.A. as its prime rate at the beginning of the fourth calendar quarter of the preceding Plan Year minus 2%. If more than one prime rate is announced, the lowest announced prime rate will be used. If the Wachovia Bank of North Carolina, N.A. prime rate is unavailable, the Administrative Committee shall select a similar index. 1.21 INVOLUNTARY TERMINATION shall mean termination of employment with the Controlling Company and all other members of the Controlled Group that is involuntary on the part of a Participant and that occurs for reasons other than for (i) Cause, (ii) Disability, or (iii) the Participant's death . 1.22 MATCHING CONTRIBUTIONS shall mean, for each Plan Year, the amount credited to a Participant's Account pursuant to Section 3.3. 1.23 PARTICIPANT shall mean any person who has been admitted to, and has not been removed from, participation in the Plan pursuant to the provisions of Article II. 1.24 PARTICIPATING COMPANY shall mean the Controlling Company and any members of its Controlled Group that adopt the Plan as participating companies therein. A list of such members that are participating in the Plan shall be set forth on Exhibit A hereto. 1.25 PERMITTED HOLDERS shall mean the individuals listed on Schedule 10.11 to the Amended and Restated Credit Agreement dated June 30, 1995, by and among the Controlling Company, certain of its subsidiaries, SunTrust Bank and the other banks parties thereto (regardless of whether said agreement is terminated or continues in force and effect); provided that, for purposes of this definition, the reference to each such individual shall be deemed to include the members of such individual's immediate family, such individual's estate, and any trusts created by such individual for the benefit of members of such individual's immediate family. 1.26 PLAN shall mean the Interface, Inc. Nonqualified Savings Plan, as contained herein and all amendments hereto. For tax purposes and purposes of Title I of ERISA, the Plan is intended to be an unfunded, nonqualified deferred compensation plan covering certain designated employees who are within a select group of key management or highly compensated employees. 1.27 PLAN YEAR shall mean (i) for 1997, the period beginning on the Effective Date and ending December 31, 1997; and (ii) for subsequent years, the 12-consecutive-month period ending on December 31 of each year. 4 1.28 SAVINGS AND INVESTMENT PLAN shall mean the Interface, Inc. Savings and Investment Plan, and any successor plan thereto. 1.29 SURVIVING SPOUSE shall mean, with respect to a Participant, the person who is treated as married to such Participant under the laws of the state in which the Participant resides. The determination of a Participant's Surviving Spouse shall be made as of the date of such Participant's death. 1.30 TRUST OR TRUST AGREEMENT shall mean the separate agreement or agreements between the Controlling Company and the Trustee governing the creation of the Trust Fund, and all amendments thereto. 1.31 TRUSTEE shall mean the party or parties so designated from time to time pursuant to the terms of the Trust Agreement. 1.32 TRUST FUND shall mean the total amount of cash and other property held by the Trustee (or any nominee thereof) at any time under the Trust Agreement. 1.33 VALUATION DATE shall mean each day of the Plan Year. 1.34 VOLUNTARY TERMINATION shall mean termination of employment with the Controlling Company and all other members of the Controlled Group that is voluntary on the part of the Participant, and, in the judgment of the Participant, is due to (i) a reduction of the Participant's responsibilities, title or status resulting from a formal change in such title or status, or from the assigent to the Participant of any duties inconsistent with his title, duties or responsibilities in effect within the year prior to a Change in Control; (ii) a reduction in the Participant's compensation or benefits, or (iii) an employer- required involuntary relocation of the Participant's place of residence or a significant increase in the Participant's travel requirements. A termination shall not be considered voluntary if such termination is the result of Cause, Disability or the Participant's death. 1.35 VOTING STOCK shall mean the Controlling Company's outstanding capital stock entitled to vote for the election of directors. 1.36 YEAR OF SERVICE shall mean, with respect to a Participant, the number of whole 12-month periods of service the Participant has with the Controlling Company and the members of the Controlled Group. In determining a Participant's number of whole 12-month periods of service for purposes of the Plan, nonsuccessive periods of service shall be aggregated on the basis of days of service, with 365 days (366 days in a leap year) of service equal to one Year of Service. Periods of service of less than 365 days (366 days in a leap year) shall be disregarded. To the extent determined by the Administrative Committee, set forth on a schedule hereto, and not otherwise counted hereunder, a 5 Participant's periods of employment with one or more companies or enterprises acquired by or merged into, or all or a portion of the assets or business of which are acquired by, the Controlling Company or any member of the Controlled Group, shall be taken into account in determining his Years of Service. 6 ARTICLE II ELIGIBILITY AND PARTICIPATION 2.1 ELIGIBILITY. (a) ANNUAL PARTICIPATION. Each individual who is both an Eligible Employee and eligible to participate in either the Savings and Investment Plan or the Guilford Plan as of the first day of a Plan Year shall be eligible to participate in the Plan for the entire Plan Year. Such individual's participation shall become effective as of the first day of such Plan Year (assuming he satisfies the procedures for admission described below). (b) INTERIM PLAN YEAR PARTICIPATION. (i) Each individual who is both an Eligible Employee and eligible to participate in either the Savings and Investment Plan or the Guilford Plan as of the Effective Date shall be eligible to participate in the Plan. Such individual's participation shall become effective as of the Effective Date (assuming he satisfies the procedures for admission described below). (ii) Each individual who is an Eligible Employee and who becomes eligible to participate in either the Savings and Investment Plan or the Guilford Plan during a Plan Year shall be eligible to participate in the Plan for a portion of such Plan Year. Such individual's participation shall become effective as of the first day of the calendar month coinciding with or next following the date he becomes eligible to participate in either the Savings and Investment Plan or the Guilford Plan (assuming he satisfies the procedures for admission described below). (iii) Each individual who is an Eligible Employee, but who is not yet eligible to participate in the Savings and Investment Plan and the Guilford Plan, in the sole discretion of the Administrative Committee (which may make such a determination on an individual-by-individual basis), may be eligible to participate in the Plan for a portion of any Plan Year before he otherwise becomes eligible to participate pursuant to this Section 2.1. Such individual's participation shall become effective as of the date specified by the Administrative Committee (assuming he satisfies the procedures for admission described below). 2.2 PROCEDURE FOR ADMISSION. Each Eligible Employee shall become a Participant (i) for Eligible Employees eligible to participate in either the Savings and Investment Plan or the Guilford Plan, by electing to make to such plan the maximum percentage before-tax contributions permitted thereunder (provided, this requirement shall not be applicable for the 1997 Plan Year); and (ii) by completing such forms and providing such data in a timely manner, as are required by the Administrative Committee as a precondition of participation in the Plan. Such forms and data may include, without limitation, a Deferral Election, the Eligible Employee's acceptance of the terms and conditions of the Plan, and the designation of a Beneficiary to receive any death benefits payable hereunder. 7 2.3 CESSATION OF ELIGIBILITY. (a) DECREASE IN 401(K) PLAN CONTRIBUTIONS. An Eligible Employee's participation in the Plan for any Plan Year beginning with the 1998 Plan Year shall cease immediately as of the time he elects to reduce his before-tax contributions to either the Savings and Investment Plan or the Guilford Plan (in whichever such plan he is an active participant) below the maximum percentage permitted thereunder or if, for any reason, the level of such before-tax contributions are or decrease below such amount; and such Eligible Employee shall be deemed to have revoked his Deferral Election for such Plan Year pursuant to the terms of Section 3.2(d). (b) CESSATION OF ELIGIBLE STATUS. The Administrative Committee may remove an employee from active participation in the Plan if, as of any day during a Plan Year, he ceases to satisfy the criteria which qualified him as an Eligible Employee, in which case his deferrals under the Plan shall cease. (c) INACTIVE PARTICIPANT STATUS. Even if his active participation in the Plan ends, an employee shall remain an inactive Participant in the Plan until the earlier of (i) the date the full amount of his vested Account (if any) is distributed from the Plan, or (ii) the date he again becomes an Eligible Employee and recommences participation in the Plan. During the period of time that an employee is an inactive Participant in the Plan, his vested Account shall continue to be credited with earnings as provided for in Section 3.6. 8 ARTICLE III PARTICIPANTS' ACCOUNTS; DEFERRALS AND CREDITING 3.1 PARTICIPANTS' ACCOUNTS. (a) ESTABLISHMENT OF ACCOUNTS. The Administrative Committee shall establish and maintain, on behalf of each Participant, an Account. Each Account shall be credited with (i) Deferral Contributions, (ii) Matching Contributions, (iii) Discretionary Contributions, and (iv) earnings attributable to such Account, and shall be debited by distributions. Each Account of a Participant shall be maintained until the vested value thereof has been distributed to or on behalf of such Participant or his Beneficiary. (b) NATURE OF CONTRIBUTIONS AND ACCOUNTS. The amounts credited to a Participant's Account shall be represented solely by bookkeeping entries. Except as provided in Article VI, no monies or other assets shall actually be set aside for such Participant, and all payments to a Participant under the Plan shall be made from the general assets of the Participating Companies. (c) SEVERAL LIABILITIES. Each Participating Company shall be severally (and not jointly) liable for the payment of benefits under the Plan in an amount equal to the total of (i) all undistributed Deferral Contributions withheld from Participants Compensation paid or payable by each such Participating Company, (ii) all undistributed Matching Contributions attributable to Deferral Contributions described in clause (i) hereof, (iii) all undistributed Discretionary Contributions attributable to such contributions made for periods while the benefitting Participants were employed by such Participating Company, and (iv) all undistributed earnings attributable thereto. The Administrative Committee shall allocate the total liability to pay benefits under the Plan among the Participating Companies pursuant to this formula, and the Administrative Committee's determination shall be final and binding. (d) GENERAL CREDITORS. Any assets which may be acquired by a Participating Company in anticipation of its obligations under the Plan shall be part of the general assets of such Participating Company. A Participating Company's obligation to pay benefits under the Plan constitutes a mere promise of such Participating Company to pay such benefits, and a Participant or Beneficiary shall be and remain no more than an unsecured, general creditor of such Participating Company. 3.2 DEFERRAL CONTRIBUTIONS. Each Eligible Employee who is or becomes eligible to participate in the Plan for all or any portion of a Plan Year may elect to have Deferral Contributions made on his behalf for such Plan Year by completing and delivering to the Administrative Committee (or its designee) a Deferral Election setting forth the terms of his election. Subject to the terms and conditions set forth below, a Deferral Election may provide for the reduction of an Eligible Employee's Compensation payable in each paycheck (including any bonus checks) earned during the Plan Year for which the Deferral Election is in effect. Subject to any 9 modifications, additions or exceptions that the Administrative Committee, in its sole discretion, deems necessary, appropriate or helpful, the following terms shall apply to such elections: (a) EFFECTIVE DATE. (i) INITIAL DEFERRAL ELECTION. A Participant's initial Deferral Election with respect to his Compensation for any Plan Year shall be effective for the first paycheck earned after the date the Deferral Election becomes effective. To be effective, a Participant's initial Deferral Election must be made within the time period prescribed by the Administrative Committee (generally, before the first day of the Plan Year for which Deferral Contributions will be made, or, if later, before the date on which his participation becomes effective pursuant to Plan Section 2.1(b)). If an Eligible Employee fails to submit a Deferral Election in a timely manner, he shall be deemed to have elected not to participate in the Plan for that Plan Year. (ii) SUBSEQUENT DEFERRAL ELECTION. A Participant's subsequent Deferral Election with respect to his Compensation for any Plan Year must be made on or before the last day of the Plan Year immediately preceding the Plan Year for which he desires to participate and in which the Compensation to be deferred is earned. (b) TERM. Each Participant's Deferral Election shall remain in effect for all such Compensation earned during a Plan Year and, beginning with the Deferral Election made for 1998 and subsequent Plan Years, until the earliest of (i) the date the Participant ceases to be an active Participant for such Plan Year, (ii) the date the Participant makes a subsequent Deferral Election applicable for a subsequent Plan Year, or (iii) the date the Participant revokes such Deferral Election. If a Participant is transferred from the employment of one Participating Company to the employment of another Participating Company, his Deferral Election with the first Participating Company will remain in effect and will apply to his Compensation from the second Participating Company until the earliest of those events set forth in the preceding sentence. (c) AMOUNT. For the 1997 Plan Year, a Participant may elect to defer his Compensation payable in each paycheck in 1 percent increments, up to a maximum of 22 1/2 percent. For subsequent Plan Years, a Participant may elect to defer his Compensation payable in each paycheck in 1 percent increments, up to a maximum of 15 percent, minus the maximum percentage before- tax contributions permitted under either the Savings and Investment Plan or the Guilford Plan (or such other maximum percentage and/or amount, if any, established by the Administrative Committee from time-to-time). Because Code Section 401(a)(17) limits the amount of compensation that may be taken into account in determining the amount of a participant's before-tax contributions to the Savings and Investment Plan and to the Guilford Plan, the percentage of Compensation that a Participant elects to defer under the Plan for a Plan Year will not be reduced by the maximum percentage before-tax contributions permitted under those plans once the Participant's compensation exceeds the Code Section 401(a)(17) limit for the Plan Year. (d) REVOCATION. A Participant may revoke his Deferral Election by delivering a written notice of revocation to the Administrative Committee, and such revocation shall be effective 10 as soon as practicable after the date on which it is received by the Administrative Committee. (See also Section 2.3(a)). A Participant who revokes a Deferral Election may enter into a new Deferral Election with respect to his Compensation for any subsequent Plan Year by making such Deferral Election on or before the last day of the Plan Year immediately preceding the Plan Year for which he desires to participate and in which the Compensation to be deferred is earned. (e) CREDITING OF DEFERRED COMPENSATION. For each Plan Year that a Participant has a Deferral Election in effect, the Administrative Committee shall credit the amount of such Participant's Deferral Contributions to his Account on, or as soon as practicable after, the Valuation Date on which such amount would have been paid to him but for his Deferral Election. 3.3 MATCHING CONTRIBUTIONS. (a) AMOUNT. The Administrative Committee shall credit to each Participant's Account for each Plan Year a Matching Contribution equal to the difference between: (i) 50 percent multiplied by the lesser of (A) the sum of the Participant's deferrals to either the Savings and Investment Plan and/or the Guilford Plan for such Plan Year, plus the Participant's deferrals to the Plan for such Plan Year, or (B) 4 percent of the Participant's Compensation for such Plan Year; and (ii) The total amount of matching contributions made to the Participant's account under either the Savings and Investment Plan and/or the Guilford Plan for such Plan Year; provided, for the 1997 Plan Year, Matching Contributions shall be reduced by the total amount of matching contributions made to the Participant's account under either the Savings and Investment Plan and/or the Guilford Plan for the last calendar quarter of 1997. (b) TIME OF CREDITING. A Participant's matching contributions for a Plan Year will be credited to his Account as of the earlier of (i) the date a Participant's employment with the Controlling Company and all other members of the Controlled Group terminates during that Plan Year, or (ii) the first day of the immediately following Plan Year (or such other date or time as the Administrative Committee, in its sole discretion, determines from time-to-time). 3.4 DISCRETIONARY CONTRIBUTIONS. The Administrative Committee may, but shall not be required to, credit to a Participant's Account for any Plan Year a Discretionary Contribution. The amount and timing of any such Discretionary Contribution shall be determined in the discretion of the Administrative Committee. 11 3.5 DEBITING OF DISTRIBUTIONS. As of each Valuation Date, the Administrative Committee shall debit each Participant's Account for any amount distributed from such Account since the immediately preceding Valuation Date. 3.6 CREDITING OF EARNINGS. (a) DEFERRAL CONTRIBUTIONS. As of each Valuation Date, the Administrative Committee shall credit to the portion of each Participant's Account attributable to his Deferral Contributions the amount of earnings applicable thereto for the period since the immediately preceding Valuation Date. Such crediting of earnings shall be effected as follows: (i) AMOUNT INVESTED. The Administrative Committee shall first determine the amount of (A) each Participant's Account attributable to Deferred Contributions and the earnings thereon as of the immediately preceding Valuation Date; minus (B) the amount of any distributions debited from the amount determined in clause (A) since the immediately preceding Valuation Date; and (ii) DETERMINATION OF AMOUNT. The Administrative Committee shall then apply a rate of interest to each Participant's Account (as determined in subsection (i) hereof) which would yield an effective annual rate equal to the Interest Rate, and the total amount of earnings resulting therefrom shall be credited to such Participant's Account as of the applicable Valuation Date. (b) MATCHING AND DISCRETIONARY CONTRIBUTIONS. For each Plan Year as of the earlier of (i) the date a Participant's employment with the Controlling Company and all other members of the Controlled Group terminates during that Plan Year, or (ii) the first day of the immediately following Plan Year, the Administrative Committee shall credit to the portion of each Participant's Account attributable to his Matching and Discretionary Contributions the amount of earnings applicable thereto for the period since the immediately preceding date on which earnings were so credited. Such crediting of earnings shall be effected as follows: (i) AMOUNT INVESTED. The Administrative Committee shall first determine the amount of (A) each Participant's Account attributable to Matching and Discretionary Contributions and the earnings thereon as of the immediately preceding date on which earnings were so credited; plus (B) 50 percent of the Matching Contributions made to the Plan since the immediately preceding date on which earnings were so credited; minus (C) the amount of any distributions debited from the amount determined in clause (A) since the immediately preceding date on which earnings were so credited; and 12 (ii) DETERMINATION OF AMOUNT. The Administrative Committee shall then apply a rate of interest to each Participant's Account (as determined in subsection (i) hereof) which would yield an effective annual rate equal to the Interest Rate, and the total amount of earnings resulting therefrom shall be credited to such Participant's Account as of the applicable date. 3.7 VESTING. (a) GENERAL. A Participant shall at all times be fully vested in his Deferral Contributions, and the earnings credited to his Account with respect to such Deferral Contributions. The Matching and Discretionary Contributions credited to a Participant's Account and the earnings credited with respect thereto shall vest in accordance with the following vesting schedule based on the Participant's Years of Service: Years of Service Vested Percentage of Participant's Completed by Participant Matching and Discretionary Contributions ------------------------ ---------------------------------------- Less than 1 year 0% 1 year or more 20% 2 years or more 40% 3 years or more 60% 4 years or more 80% 5 years or more 100% Notwithstanding the foregoing, a Participant shall become 100 percent vested in the Matching and Discretionary Contributions credited to his Account and the earnings credited with respect thereto upon the occurrence of any of the following events: (i) the Participant's attaient of age 65, (ii) the Participant's Disability, or (iii) the Participant's death. (b) CHANGE IN CONTROL. If a Change in Control occurs with respect to the Controlling Company and a Participant's employment with the Controlling Company and all other members of the Controlled Group is terminated (i) within 24 months following the date of the Change in Control, or (ii) within 6 months prior to the date of the Change in Control and is related to such Change in Control, and in the case of either (i) or (ii) such termination is a result of Involuntary Termination or Voluntary Termination, then the Participant shall be immediately 100 percent vested in the Matching and Discretionary Contributions credited to his Account and the earnings credited with respect thereto as of the later of the date of such Change in Control or the date of such termination. Matching and Discretionary Contributions credited to a Participant's Account after the date of a Change in Control and the earnings credited with respect thereto shall continue to vest in accordance with the vesting schedule. 13 3.8 NOTICE TO PARTICIPANTS OF ACCOUNT BALANCES. At least once for each Plan Year, the Administrative Committee shall cause a written statement of a Participant's Account balance to be distributed to the Participant. 3.9 GOOD FAITH VALUATION BINDING. In determining the value of the Accounts, the Administrative Committee shall exercise its best judgment, and all such determinations of value (in the absence of bad faith) shall be binding upon all Participants and their Beneficiaries. 3.10 ERRORS AND OMISSIONS IN ACCOUNTS. If an error or omission is discovered in the Account of a Participant or in the amount of a Participant's deferrals, the Administrative Committee, in its sole discretion, shall cause appropriate, equitable adjustments to be made as soon as administratively practicable following the discovery of such error or omission. 14 ARTICLE IV PAYMENT OF ACCOUNT BALANCES 4.1 BENEFIT PAYMENTS UPON TERMINATION OF SERVICE FOR REASONS OTHER THAN DEATH. (a) GENERAL RULE CONCERNING BENEFIT PAYMENTS. In accordance with the terms of subsection (b) hereof, if a Participant terminates his employment with the Controlling Company and all other members of the Controlled Group for any reason other than death, he (or his Beneficiary, if he dies after such termination of employment but before distribution of his Account) shall be entitled to receive or begin receiving a distribution of the total of: (i) the entire vested amount credited to his Account, determined as of the Valuation Date on which such distribution is processed; plus (ii) the vested amount of Deferral, Matching and Discretionary Contributions made since such Valuation Date; and minus (iii) the amount of any distributions made to the Participant since such Valuation Date. For purposes of this subsection, the "Valuation Date on which such distribution is processed" refers to the Valuation Date established for such purpose by administrative practice, even if actual payment is made or commenced at a later date due to delays in valuation, administration or any other procedure. (b) TIMING OF DISTRIBUTION. (i) Except as provided in subsection (b)(ii) or (iii) hereof, the vested benefit payable to a Participant under this Section shall be made or commenced as soon as administratively feasible after the earlier of the date the Participant terminates his employment with the Controlling Company and all other members of the Controlled Group for any reason other than death or the date he attains age 65 while still employed. (ii) A Participant may elect, at the time he makes his initial Deferral Election, to have his benefit payable under this Section paid (or commenced) on any date (on or before the earlier of the date his employment terminates or the date he attains age 65 while still employed, but not earlier than 1 year after the end of the Plan Year for which the Deferral Election applies) specified in such Deferral Election. A Participant may elect a different benefit commencement date with respect to the Deferral Election for each Plan Year; provided, unless determined otherwise by the Administrative Committee, a Participant may elect no more than three different benefit commencement dates with respect to all his benefits payable under the Plan. The Administrative Committee shall pay (or commence the payment of) the Participant's benefit as soon as administratively feasible after the time(s) specified in such Deferral Election(s); provided, with respect to each portion of his Account with a different benefit commencement date, the Participant may make an election in writing, at least 1 year before such applicable initially-scheduled benefit commencement date (as selected in accordance with the preceding sentence or subsection (b)(i) hereof), to delay the payment (or commencement) of his total benefit payable on such date to a later date (on or before the earlier of 15 the date his employment terminates or the date he attains age 65 while still employed), and such total benefit shall be paid (or commenced) as soon as administratively feasible after such delayed date. The Participant may make one additional election, at least one year before such delayed benefit commencement date, to further delay the payment (or commencement) of his total benefit payable on such date to a later date (on or before the earlier of the date his employment terminates or the date he attains age 65 while still employed), and such total benefit shall be paid (or commenced) as soon as administratively feasible after such further delayed date. (iii) Notwithstanding a Participant's election in subsection (b)(ii), the Administrative Committee, in its sole discretion, may accelerate the date for payment (or commencement) of a Participant's benefit. 4.2 FORM OF DISTRIBUTION. (a) SINGLE-SUM PAYMENT. Except as provided in subsection (b) hereof, the benefit payable to a Participant under Section 4.1 shall be distributed in the form of a single-sum payment. (b) ANNUAL INSTALLMENTS. A Participant may elect, at the time he makes his initial Deferral Election, to have his benefit payable under Section 4.1 paid in the form of annual installment payments. To the extent a Participant elects multiple benefit commencement dates in accordance with Section 4.1(b)(ii), such Participant may elect at the time of such subsequent Deferral Elections, with respect to the total benefit corresponding to each benefit commencement date, to receive such total benefit in the form of annual installments. If a Participant does not elect the installment form of distribution with respect to a benefit commencement date (as selected in accordance with Section 4.1(b)(ii)), his benefit corresponding to such benefit commencement date shall be paid in the form of a single-sum payment unless, at least 1 year before such benefit commencement date, the Participant makes a one-time election in writing to receive such benefit in the form of installment payments (in accordance with the terms of this subsection). The following terms and conditions shall apply to installment payments made under the Plan: (i) The installment payments shall be made in substantially equal annual installments over a period of either 5 or 10 years (adjusted for earnings between payments in the manner described in Section 3.6). The initial value of the obligation for the installment payments shall be equal to the amount of the Participant's Account balance calculated in accordance with the terms of Section 4.1(a). (ii) If a Participant dies after payment of his benefit from the Plan has begun, but before his entire benefit has been distributed, the remaining amount of his Account balance shall be distributed to the Participant's designated Beneficiary in the form of a single-sum payment. (iii) Notwithstanding a Participant's election of installment payments under this subsection (b), if the Participant's employment with the Controlling Company and 16 all other members of the Controlled Group terminates before he has participated in the Plan for at least 5 full Plan Years, his benefit shall be paid in the form of a single-sum payment. (iv) Notwithstanding a Participant's election of installment payments under this subsection (b), the Administrative Committee, in its sole discretion, may cause the Participant's benefit to be paid in the form of a single-sum payment. 4.3 DEATH BENEFITS. If a Participant dies before payment of his benefit from the Plan is made or commenced, the Beneficiary or Beneficiaries designated by such Participant in his latest beneficiary designation form filed with the Administrative Committee shall be entitled to receive a distribution of the total of (i) the entire vested amount credited to such Participant's Account, determined as of the Valuation Date on which such distribution is processed; plus (ii) the vested amount of Deferral, Matching and Discretionary Contributions made since such Valuation Date; and minus (iii) the amount of any distributions made to the Participant since such Valuation Date. For purposes of this Section, the "Valuation Date on which such distribution is processed" refers to the Valuation Date established for such purpose by administrative practice, even if actual payment is made at a later date due to delays in valuation, administration or any other procedure. The benefit shall be distributed to such Beneficiary or Beneficiaries, as soon as administratively feasible after the date of the Participant's death, in the form of a single-sum payment. 4.4 HARDSHIP DISTRIBUTIONS. Upon receipt of an application for an in-service hardship distribution and the Administrative Committee's decision, made in its sole discretion, that a Participant has suffered a Financial Hardship, such Participant shall be entitled to receive an in-service distribution. Such distribution shall be paid in a single-sum payment as soon as administratively feasible after the Administrative Committee determines that the Participant has incurred a Financial Hardship. The amount of such single-sum payment shall be limited to the amount that the Administrative Committee determines is reasonably necessary to meet the Participant's requirements resulting from the Financial Hardship. The amount of such distribution shall reduce the Participant's Account balance as provided in Section 3.5. 4.5 BENEFICIARY DESIGNATION. (a) GENERAL. Participants shall designate and from time to time may redesignate their Beneficiaries in such form and manner as the Administrative Committee may determine. (b) NO DESIGNATION OR DESIGNEE DEAD OR MISSING. In the event that: (1) a Participant dies without designating a Beneficiary; 17 (2) the Beneficiary designated by a Participant is not surviving when a payment is to be made to such person under the Plan, and no contingent Beneficiary has been designated; or (3) the Beneficiary designated by a Participant cannot be located by the Administrative Committee within 1 year from the date benefits are to be paid to such person; then, in any of such events, the Beneficiary of such Participant with respect to any benefits that remain payable under the Plan shall be the Participant's Surviving Spouse, if any, and if not, the estate of the Participant. 4.6 TAXES. If the whole or any part of any Participant's or Beneficiary's benefit hereunder shall become subject to any estate, inheritance, income or other tax which the Participating Companies shall be required to pay or withhold, the Participating Companies shall have the full power and authority to withhold and pay such tax out of any monies or other property in its hand for the account of the Participant or Beneficiary whose interests hereunder are so affected. Prior to making any payment, the Participating Companies may require such releases or other documents from any lawful taxing authority as it shall deem necessary. Notwithstanding anything in the Plan to the contrary, the distribution of a Participant's benefit hereunder prior to his termination of employment with the Company shall be limited to an amount that would not cause the Participant to receive compensation that the Administrative Committee determines would not be deductible under Code Section 162(m). 18 ARTICLE V CLAIMS 5.1 CLAIMS. (a) INITIAL CLAIM. Claims for benefits under the Plan may be filed with the Administrative Committee on forms or in such other written documents, as the Administrative Committee may prescribe. The Administrative Committee shall furnish to the claimant written notice of the disposition of a claim within 90 days after the application therefor is filed. In the event the claim is denied, the notice of the disposition of the claim shall provide the specific reasons for the denial, citations of the pertinent provisions of the Plan, and, where appropriate, an explanation as to how the claimant can perfect the claim and/or submit the claim for review. (b) APPEAL. Any Participant or Beneficiary who has been denied a benefit shall be entitled, upon request to the Administrative Committee, to appeal the denial of his claim. The claimant (or his duly authorized representative) may review pertinent documents related to the Plan and in the Administrative Committee's possession in order to prepare the appeal. The request for review, together with written statement of the claimant's position, must be filed with the Administrative Committee no later than 60 days after receipt of the written notification of denial of a claim provided for in subsection (a). The Administrative Committee's decision shall be made within 60 days following the filing of the request for review. If unfavorable, the notice of the decision shall explain the reasons for denial and indicate the provisions of the Plan or other documents used to arrive at the decision. (c) SATISFACTION OF CLAIMS. Any payment to a Participant or Beneficiary shall to the extent thereof be in full satisfaction of all claims hereunder against the Administrative Committee and the Participating Companies, any of whom may require such Participant or Beneficiary, as a condition to such payment, to execute a receipt and release therefor in such form as shall be determined by the Administrative Committee or the Participating Companies. If receipt and release is required but the Participant or Beneficiary (as applicable) does not provide such receipt and release in a timely enough manner to permit a timely distribution in accordance with the general timing of distribution provisions in the Plan, the payment of any affected distribution may be delayed until the Administrative Committee or the Participating Companies receive a proper receipt and release. 19 ARTICLE VI SOURCE OF FUNDS; TRUST 6.1 SOURCE OF FUNDS. Except as provided in this Section and Section 6.2 (relating to the Trust), each Participating Company shall provide the benefits described in the Plan from its general assets. However, to the extent that funds in such Trust allocable to the benefits payable under the Plan are sufficient, the Trust assets may be used to pay benefits under the Plan. If such Trust assets are not sufficient to pay all benefits due under the Plan, then the appropriate Participating Company shall have the obligation, and the Participant or Beneficiary, who is due such benefits, shall look to the such Participating Company to provide such benefits. 6.2 TRUST. (a) ESTABLISHMENT. To the extent determined by the Controlling Company, the Participating Companies shall transfer the funds necessary to fund benefits accrued hereunder to the Trustee to be held and administered by the Trustee pursuant to the terms of the Trust Agreement. Except as otherwise provided in the Trust Agreement, each transfer into the Trust Fund shall be irrevocable as long as a Participating Company has any liability or obligations under the Plan to pay benefits, such that the Trust property is in no way subject to use by the Participating Company; provided, it is the intent of the Controlling Company that the assets held by the Trust are and shall remain at all times subject to the claims of the general creditors of the Participating Companies. (b) DISTRIBUTIONS. Pursuant to the Trust Agreement, the Trustee shall make payments to Plan Participants and Beneficiaries in accordance with the terms of the Plan. The Participating Company shall make provisions for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Participating Company. (c) STATUS OF THE TRUST. No Participant or Beneficiary shall have any interest in the assets held by the Trust or in the general assets of the Participating Companies other than as a general, unsecured creditor. Accordingly, a Participating Company shall not grant a security interest in the assets held by the Trust in favor of the Participants, Beneficiaries or any creditor. (d) CHANGE IN CONTROL. As soon as possible but in no event longer than 30 days after the Change in Control, the Participating Companies shall make an irrevocable transfer to the Trustee of an amount that is sufficient to pay each Plan Participant or Beneficiary the benefits to which Plan Participants or their Beneficiaries would be entitled pursuant to the terms of the Plan as of the date on which the Change in Control occurred. In such event, an independent bank or 20 financial institution shall serve as Trustee. The terms of the Trust Agreement shall require the Trustee to make payments in accordance with the terms of the Plan and shall prohibit the Trustee from permitting a reversion to the Controlling Company or any member of the Controlled Group of any Trust assets until the Participating Companies obligations under the Plan shall be satisfied in full. The terms of the Trust Agreement also shall prohibit the investment in any equity interests of the Controlling Company or any member of the Controlled Group with any cash (or investment earnings attributable thereto) contributed with respect to the obligations hereunder. Notwithstanding this mandatory funding of the Trust, if the Trust Fund is insufficient or the Trustee for any reason is unable or unwilling to make the payments required hereunder, the Participating Companies shall make such payments. 21 ARTICLE VII ADMINISTRATIVE COMMITTEE 7.1 ACTION. Action of the Administrative Committee may be taken with or without a meeting of committee members; provided, action shall be taken only upon the vote or other affirmative expression of a majority of the committee members qualified to vote with respect to such action. If a member of the committee is a Participant or Beneficiary, he shall not participate in any decision which solely affects his own benefit under the Plan. For purposes of administering the Plan, the Administrative Committee shall choose a secretary who shall keep minutes of the committee's proceedings and all records and documents pertaining to the administration of the Plan. The secretary may execute any certificate or any other written direction on behalf of the Administrative Committee. 7.2 RIGHTS AND DUTIES. The Administrative Committee shall administer the Plan and shall have all powers necessary to accomplish that purpose, including (but not limited to) the following: (a) To construe, interpret and administer the Plan; (b) To make determinations required by the Plan, and to maintain records regarding Participants' and Beneficiaries' benefits hereunder; (c) To compute and certify to the Participating Companies the amount and kinds of benefits payable to Participants and Beneficiaries, and to determine the time and manner in which such benefits are to be paid; (d) To authorize all disbursements by the Participating Companies pursuant to the Plan; (e) To maintain all the necessary records of the administration of the Plan; (f) To make and publish such rules for the regulation of the Plan as are not inconsistent with the terms hereof; (g) To delegate to other individuals or entities from time to time the performance of any of its duties or responsibilities hereunder; (h) To hire agents, accountants, actuaries, consultants and legal counsel to assist in operating and administering the Plan. 22 The Administrative Committee shall have the exclusive right to construe and interpret the Plan, to decide all questions of eligibility for benefits and to determine the amount of such benefits, and its decisions on such matters shall be final and conclusive on all parties. 7.3 COMPENSATION, INDEMNITY AND LIABILITY. The Administrative Committee and its members shall serve as such without bond and without compensation for services hereunder. All expenses of the Administrative Committee shall be paid by the Participating Companies. No member of the committee shall be liable for any act or omission of any other member of the committee, nor for any act or omission on his own part, excepting his own willful misconduct. The Participating Companies shall indemnify and hold harmless the Administrative Committee and each member thereof against any and all expenses and liabilities, including reasonable legal fees and expenses, arising out of his membership on the committee, excepting only expenses and liabilities arising out of his own willful misconduct. 23 ARTICLE VIII AMENDMENT AND TERMINATION 8.1 AMENDMENTS. The Administrative Committee shall have the right, in its sole discretion, to amend the Plan in whole or in part at any time and from time to time. Any amendment shall be in writing and executed by a duly authorized officer of the Controlling Company. An amendment to the Plan may modify its terms in any respect whatsoever, and may include, without limitation, a permanent or temporary freezing of the Plan such that the Plan shall remain in effect with respect to existing Account balances without permitting any new contributions; provided, no such action may reduce the amount already credited to a Participant's Account without the affected Participant's written consent. All Participants and Beneficiaries shall be bound by such amendment. 8.2 TERMINATION OF PLAN. The Controlling Company reserves the right to discontinue and terminate the Plan at any time, for any reason. Any action to terminate the Plan shall be taken by the Board in the form of a written Plan amendment executed by a duly authorized officer of the Controlling Company. If the Plan is terminated, each Participant shall become 100 percent vested in his Account which shall be distributed in a single-sum as soon as practicable after the date the Plan is terminated. The amount of any such distribution shall be determined as of the Valuation Date such termination distribution is to be processed. Such termination shall be binding on all Participants and Beneficiaries. 24 ARTICLE IX MISCELLANEOUS 9.1 TAXATION. It is the intention of the Controlling Companies that the benefits payable hereunder shall not be deductible by the Participating Companies nor taxable for federal income tax purposes to Participants or Beneficiaries until such benefits are paid by the Participating Companies, or the Trust, as the case may be, to such Participants or Beneficiaries. When such benefits are so paid, it is the intention of the Participating Companies that they shall be deductible by the Participating Companies under Code Section 162. 9.2 NO EMPLOYMENT CONTRACT. Nothing herein contained is intended to be nor shall be construed as constituting a contract or other arrangement between a Participating Company and any Participant to the effect that the Participant will be employed by the Participating Company for any specific period of time. 9.3 HEADINGS. The headings of the various articles and sections in the Plan are solely for convenience and shall not be relied upon in construing any provisions hereof. Any reference to a section shall refer to a section of the Plan unless specified otherwise. 9.4 GENDER AND NUMBER. Use of any gender in the Plan will be deemed to include all genders when appropriate, and use of the singular number will be deemed to include the plural when appropriate, and vice versa in each instance. 9.5 ASSIGENT OF BENEFITS. The right of a Participant or his Beneficiary to receive payments under the Plan may not be anticipated, alienated, sold, assigned, transferred, pledged, encumbered, attached or garnished by creditors of such Participant or Beneficiary, except by will or by the laws of descent and distribution and then only to the extent permitted under the terms of the Plan. 9.6 LEGALLY INCOMPETENT. The Administrative Committee, in its sole discretion, may direct that payment be made to an incompetent or disabled person, whether because of minority or mental or physical disability, to the guardian of such person or to the person having custody of such person, without further liability on the part of a Participating Company for the amount of such payment to the person on whose account such payment is made. 25 9.7 GOVERNING LAW. The Plan shall be construed, administered and governed in all respects in accordance with applicable federal law (including ERISA) and, to the extent not preempted by federal law, in accordance with the laws of the State of Georgia. If any provisions of this instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective. IN WITNESS WHEREOF, the Controlling Company has caused the Plan to be executed by its duly authorized officer on the ____ day of ____________, 1997. INTERFACE, INC. By:_____________________________ Title:________________________ 26 EXHIBIT A Participating Companies (See Section 1.12) Company Names Effective Date ------------- -------------- Architectural Floors, Inc. November 1, 1997 Bentley Mills, Inc. November 1, 1997 C-TEC, Inc. November 1, 1997 Guilford of Maine, Inc. November 1, 1997 Guilford of Maine Decorative Fabrics, Inc. November 1, 1997 Guilford of Maine Finishing Services, Inc. November 1, 1997 Guilford of Maine Marketing Co. November 1, 1997 Interface, Inc. November 1, 1997 Interface Architectural Resources, Inc. November 1, 1997 Interface Flooring Systems, Inc. November 1, 1997 Interface Interior Fabrics, Inc. November 1, 1997 Interface Research Corporation November 1, 1997 Pandel, Inc. November 1, 1997 Prince Street Technologies, Ltd. November 1, 1997 Renovisions, Inc. November 1, 1997 Re:Source Americas Enterprises, Inc. November 1, 1997 Rockland React-Rite, Inc. November 1, 1997 A-1 EX-5 3 OPINION OF COUNSEL Attorneys at Law Suite 2800 1100 Peachtree Street Atlanta, Georgia 30309-4530 Telephone: 404.815.6500 Facsimile: 404.815.6555 KILPATRICK STOCKTON LLP October 21, 1997 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street Washington, D.C. Re: Form S-8 Registration Statement -- Interface, Inc. Nonqualified Savings Plan Gentlemen: We are counsel to Interface, Inc., a Georgia corporation (the "Company"), and have acted in such capacity in the preparation of the referenced Form S-8 Registration Statement relating to the Company's Nonqualified Savings Plan (the "Plan") and the registration of the deferred compensation obligations (the "Obligations") pursuant thereto. In connection with the preparation of said Registration Statement, we have examined certificates of public officials and originals or copies of such corporate records, documents and other instruments relating to the authorization of the Plan and the authorization and the establishment of the Obligations as we have deemed relevant under the circumstances. On the basis of the foregoing, it is our opinion that: The Plan and the creation and establishment of the Obligations pursuant to the Plan have been duly authorized by the Board of Directors of the Company. When and as created or established in accordance with the provisions of the Plan, the Obligations will be valid and binding unsecured general obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting enforcement of creditors' rights generally, including, but not limited to, the Federal Bankruptcy Code in its entirety and State laws regarding fraudulent transfers, obligations, conveyances and receivership, or by general equity principles. We hereby consent to the filing of this opinion as an exhibit to, and the reference to our firm in Item 5 of, said Registration Statement. Sincerely, KILPATRICK STOCKTON LLP By: /s/ David A. Stockton David A. Stockton a Partner EX-23 4 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 -----END PRIVACY-ENHANCED MESSAGE-----