8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):            October 6, 2005

INTERFACE, INC.

(Exact name of Registrant as Specified in its Charter)

Georgia	000-12016	58-1451243
(State or other Jurisdiction of incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

2859 Paces Ferry Road, Suite 2000 Atlanta, Georgia	30339
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:  (770) 437-6800

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 6, 2005, the Company entered into an Employment Agreement and a Change in Control Agreement with Patrick C. Lynch, the Company’s Vice President and Chief Financial Officer. Copies of the agreements are attached hereto as Exhibits 99.1 and 99.2, respectively.

The Employment Agreement is for a rolling two-year term, such that the remaining term is always two years (until such time as Mr. Lynch reaches the age of 63, at which time the term is fixed for an additional two years and then expires upon his reaching age 65). The Company may terminate such agreement upon two years’ notice. In the event that the Company terminates Mr. Lynch’s employment without just cause, he will be entitled to continue to receive his salary and bonus, and participate in certain employee benefit plans, for the remainder of the term of the agreement. He also will immediately vest in all unvested employee stock options, and a percentage of theretofore unvested restricted stock awards (as specified in the applicable restricted stock agreement). The employment agreement also contains provisions placing restrictions on his ability to compete with the Company following the termination of his employment.

The Change in Control Agreement is for a rolling two-year term, such that the remaining term is always two years (until such time as Mr. Lynch reaches the age of 63, at which time the term is fixed for an additional two years and then expires upon his reaching age 65). The Company generally may terminate such agreement upon two years’ notice. The agreement provides for certain benefits in the event of a termination of employment under certain circumstances in connection with a “Change in Control” (as defined in the agreement) of the Company. In general, the agreement provides benefits to Mr. Lynch upon an “Involuntary Termination” (essentially, termination without cause) or a “Voluntary Termination” (essentially, resignation in the face of coercive tactics) occurring within 24 months after or six months prior to the date of a change in control. Upon any such termination, he will be entitled to receive the following benefits: (i) his then-current salary, for the balance of the term, paid in a lump sum discounted to present value; (ii) bonus payments for the balance of the term, paid in a lump sum discounted to present value and based upon the bonuses received during the two years prior to the termination, as well as a prorated bonus for the year in which employment is terminated; (iii) continuation of health and life insurance coverage for the balance of the term; and (iv) continuation of eligibility to participate in Company retirement plans for the balance of the term, or the provision of comparable benefits. In addition, he will immediately vest in all unvested employee stock options and restricted stock awards in the event of a Change in Control. Benefits paid under the change in control agreement will be reduced by the compensation and benefits, if any, paid to him pursuant to his Employment Agreement with the Company. If the payment of any such benefits would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code, he is entitled to receive a “gross-up” payment to cover the amount of the excise taxes and any related taxes on the gross-up payment.

ITEM 9.01        FINANCIAL STATEMENTS AND EXHIBITS.

(a)           Financial Statements of Businesses Acquired.

None.

(b)          Pro Forma Financial Information.

None.

(c)          Exhibits.

Exhibit No.	Description
99.1	Employment Agreement of Patrick C. Lynch dated October 6, 2005.
99.2	Change in Control Agreement of Patrick C. Lynch dated October 6, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTERFACE, INC.
	By:	/s/  Patrick C. Lynch
		Patrick C. Lynch Vice President and Chief Financial Officer
Date: October 11, 2005

EXHIBIT INDEX

Exhibit No.	Description
99.1	Employment Agreement of Patrick C. Lynch dated October 6, 2005.
99.2	Change in Control Agreement of Patrick C. Lynch dated October 6, 2005.

EX-99

Exhibit 99.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 6^th day of October, 2005, by and between Interface, Inc., a corporation organized under the laws of the State of Georgia, U.S.A. (the “Company”), and Patrick C. Lynch, a resident of the State of Georgia (“Executive”).

W I T N E S S E T H:

WHEREAS, the parties desire to enter into an employment agreement setting forth the terms of Executive’s employment with the Company;

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.          Employment. Subject to the terms and conditions of this Agreement, Executive shall be employed by the Company as Vice President and Chief Financial Officer of the Company, and shall perform such duties and functions for the Company and its subsidiaries and affiliates as shall be specified from time to time by the Chief Executive Officer (“CEO”) or Board of Directors of the Company; Executive hereby accepts such employment and agrees to perform such executive duties as may be assigned to Executive. Executive may be relocated, Executive’s titles and duties may be changed, and Executive may be promoted to a higher position within the Company, but Executive will not be demoted or given lesser titles.

2.          Duties. Executive shall devote his full business related time and best efforts to accomplishing such executive duties at such locations as may be requested by the CEO of the Company, acting under authorization from the Board of Directors of the Company.

3.          Avoidance of Conflict of Interest. While employed by the Company, Executive shall not engage in any other business enterprise without the prior written consent of the Company. Without limiting the foregoing, Executive shall not serve as a principal, partner, employee, officer or director of, or consultant to, any other business or entity conducting business for profit without the prior written approval of the Company. In addition, under no circumstances will Executive have any financial interest in any competitor of the Company; provided, however, Executive may invest in no more than one percent of the outstanding stock or securities of any competitor, the stock or securities of which are traded on a national stock exchange of any country.

4.          Term. The duration of this Agreement (the “term”) shall be for a rolling, two-year term commencing on the date hereof, and shall be deemed automatically (without further action by either the Company or Executive) to extend each day for an additional day such that the remaining term of the Agreement shall continue to be two years; provided, however, that on Executive’s 63rd birthday, this Agreement shall cease to extend automatically and, on such date, the remaining term of this Agreement shall be two years; and, provided further, the Company may, by notice to Executive, cause this Agreement to cease to extend automatically and, upon such notice, the term of this Agreement shall be two years following such notice.

5.Termination. Executive’s employment with the Company may be terminated as follows:

(a)Voluntary Termination. Executive may voluntarily terminate his employment hereunder at any time, effective 90 days after delivery to the Company of Executive’s signed, written resignation; the Company may accept said resignation and pay Executive in lieu of waiting for passage of the notice period.

(b)          Termination by Company. Subject to the terms of Sections 5(c) and (d) below, the Company may terminate Executive’s employment hereunder, in its sole discretion, whether with or without “just cause”, at any time upon written notice to Executive.

(c)          Termination Without Just Cause. If, prior to the end of the term of this Agreement, the Company terminates Executive’s employment without “just cause” (as defined in Section 5(d) below), or if a “Voluntary Termination” occurs within 24 months following the date of a “Change in Control” (as such terms are defined in the Change in Control Agreement between Executive and Company) or within six months prior to the date of the Change in Control and is related to such Change in Control, Executive shall be entitled to receive, as damages payable as a result of, and arising from, the Company’s breach of this Agreement, the compensation and benefits set forth in clauses (i) through (v) below. The time periods for which compensation and benefits will be provided with respect to (i) through (iv) below is referred to herein as the “Continuation Period”, which means the time period remaining from the date of Executive's termination of employment to the end of the remaining term of this Agreement as provided in Section 4 above. Executive shall have no duty to mitigate any of the damages payable hereunder. The fact that Executive is eligible for retirement, including early retirement, under applicable retirement plans at the time of Executive’s termination shall not make Executive ineligible to receive benefits under this Section 5(c).

(i)          Salary. Executive will continue to receive his current salary (subject to withholding of all applicable taxes) for the Continuation Period in the same manner as it was being paid as of the date of termination. For purposes hereof, Executive’s “current salary” shall be the highest rate in effect during the six-month period prior to Executive’s termination.

(ii)          Bonuses and Incentives. Executive shall receive bonus payments from the Company for the Continuation Period in an amount for each calendar month during such period equal to one-twelfth of the average of the bonuses paid to Executive for the two calendar years immediately preceding the year in which such termination occurs (“Average Bonus”). Executive shall also receive a prorated bonus for the year in which such termination occurs equal to the Average Bonus multiplied by the number of days Executive worked in such year divided by 365 days. Said prorated bonus shall be paid within 30 days of the date of termination. Any bonus amounts that Executive had previously earned from the Company but which may not yet have been paid as of the date of termination shall not be affected by this provision; provided, however, if the amount of the bonus for such prior year has not yet been determined, the bonus shall be an amount not less than the Average Bonus.

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(iii)          Health and Life Insurance Coverages. The health and life insurance benefit coverages (including any executive medical and/or life insurance plans) provided to Executive at Executive’s date of termination shall be continued for the Continuation Period by the Company at its expense at the same level and in the same manner as if Executive’s employment had not terminated (subject to the customary changes in such coverages upon Executive’s retirement, reaching age 65 or similar events). Any additional coverages Executive had at termination, including dependent coverage, will also be continued for the Continuation Period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs Executive was paying for such coverages at the time of termination shall be paid by Executive by separate check payable to the Company each month in advance (or in such other manner as the Company may agree). If the terms of any benefit plan referred to in this subsection do not permit continued participation by Executive, then the Company will arrange for other coverage at its expense providing substantially similar benefits. The coverages provided for in this subsection shall be applied against and reduce the period for which COBRA benefits will be provided. If Executive is covered by a split-dollar or similar life insurance program as of the date of termination, Executive shall have the option in Executive’s sole discretion to have such policy transferred to Executive upon termination, provided that, except as may otherwise be provided in a separate agreement, the Company is paid for its interest (i.e., the cash surrender value) in the policy upon such transfer.

(iv)          Employee Retirement Plans. If applicable law and the provisions of the applicable plan permit continued participation, Executive will be entitled to continue to participate, consistent with past practices, in the tax qualified employee retirement plans maintained by the Company in effect as of Executive’s date of termination, including, to the extent such plan is still maintained by the Company, the Interface, Inc. Savings and Investment Plan (the “Savings Plan”). Executive’s participation in such retirement plans shall continue for the Continuation Period (at the end of which Executive will be considered to have terminated employment within the meaning of the plans), and the compensation payable to Executive under subsections (c)(i) and (ii) above shall be treated (unless otherwise excluded under the terms of such retirement plans) as compensation when computing benefits under the plans. For purposes of the Savings Plan, Executive will be credited with an amount equal to the Company's contribution to the plan, assuming Executive had participated in such plan at the maximum permissible contribution level. To the extent permissible under applicable law, Executive shall also be considered fully vested under such plans. If continued participation in any plan is not permitted or if Executive's benefits are not fully vested, the Company shall pay to Executive and, if applicable, Executive’s beneficiary, a supplemental benefit equal to the present value on the date of termination of employment (calculated as provided in each plan) of the excess of (A) the benefit Executive would have been paid under such plan if Executive had continued to be covered for the Continuation Period (less any amounts Executive would have been required to contribute) and been treated as fully vested, over (B) the benefit actually payable under such plan. The Company shall pay such additional benefits (if any) in a lump sum within 30 days of the date of termination.

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(v)          Stock Awards. As of Executive’s date of termination, all outstanding stock options granted to Executive under the Interface, Inc. Omnibus Stock Incentive Plan, the Interface, Inc. Key Employee Stock Option Plan (1993), the Interface, Inc. Offshore Stock Option Plan and the Interface Flooring Systems, Inc. Key Employee Stock Option Plan shall become 100% vested and thus immediately exercisable. To the extent inconsistent with this immediate vesting requirement, the provisions of this clause (v) shall constitute an amendment of Executive’s stock option agreements under such stock plans. In addition, but only to the extent expressly provided in any restricted stock agreement associated with the Interface, Inc. Omnibus Stock Incentive Plan, restrictions on all shares of restricted stock (and other performance shares, performance units or deferred shares) awarded to Executive under said plan shall lapse, and the affected shares shall become 100% vested.

(vi)         Cessation Upon Death. The continuation benefits payable or to be provided under clauses (i), (ii), (iii) and (iv) of this Section 5(c) shall cease in the event of Executive’s death. (The foregoing shall not operate or be construed to negate the benefits payable to Executive and Executive’s estate under the plans and policies referenced in clauses (iii) and (iv) in the event of Executive’s death during the Continuation Period.)

(vii)         Additional Consideration. To be entitled to receive the foregoing compensation, Executive shall sign whatever additional release of claims, confidentiality agreements and other documents the Company may reasonably request of Executive at the time of payment, and for so long as Executive is entitled to the benefits of such compensation Executive shall cooperate fully with and devote Executive’s reasonable best efforts to providing assistance requested by the Company. Such assistance shall not require Executive to be active in the Company’s day-to-day activities or engage in any substantial travel, and Executive shall be reimbursed for all reasonable and necessary out-of-pocket business expenses incurred in providing such assistance.

(viii)       Effect of Other Termination Events. If Executive is terminated for just cause (as defined in Section 5(d) below) prior to the end of the term of this Agreement, then Executive shall be entitled to no payment or compensation whatsoever from the Company under this Agreement, other than such salary, reimbursable expenses and other amounts as may properly be due Executive through Executive’s last day of employment. If Executive voluntarily resigns from employment (other than a “Voluntary Termination” as defined in the Change in Control Agreement), or his employment is terminated due to Executive’s disability or death (as defined in the Company’s long-term disability plan or insurance policy), Executive shall be entitled to only (i) such salary, reimbursable expenses and other amounts as may be due Executive through Executive’s last day of employment; (ii) an annual bonus for the year in which Executive’s employment terminates, prorated through the last day of employment (the amount of said bonus to be determined by the Company based on the audited year-end financial results of the Company and paid promptly after such results are determined); and (iii) in the case of disability, such compensation as is provided by the Company’s short and long-term disability plans or, in the case of death, such payments as are provided by its life insurance payment policy in effect for executives of Executive’s level or pursuant to the terms of any separate agreement concerning split-dollar or similar life insurance; provided, however, Executive or Executive’s estate, as the case may be, shall not by operation of this provision forfeit any rights in which Executive is vested at the time of Executive’s disability or death (including, without limitation, the rights and benefits provided under applicable stock plans and retirement plans).

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(ix) Change in Control. In the event Executive’s employment is terminated without “just cause” (defined below) or a “Voluntary Termination” (as defined in the Change in Control Agreement) occurs, in either case within 24 months following the date of a “Change in Control” (as defined in the Change in Control Agreement) or within six months prior to the date of a Change in Control and is related to such Change in Control, the amounts payable to Executive under clauses (i) and (ii) above shall be paid in single lump sum payments determined in the same manner as provided in Sections 4(c)(i) and (ii) of the Change in Control Agreement.

(d)          Just Cause. The Company, for just cause, may immediately terminate Executive’s employment hereunder at any time upon delivery of written notice to Executive. For purposes of this Agreement, the phrase “just cause” shall mean: (i) Executive’s fraud, dishonesty, gross negligence, or willful misconduct with respect to business affairs of the Company (including its subsidiaries and affiliated companies), (ii) Executive's refusal or repeated failure to follow the established lawful policies of the Company applicable to persons occupying the same or similar positions, (iii) Executive’s material breach of this Agreement, or (iv) Executive’s conviction of a felony or other crime involving moral turpitude. A termination of Executive for just cause based on clause (i), (ii) or (iii) of the preceding sentence shall take effect 30 days after Executive receives from the Company written notice of intent to terminate and the Company’s description of the alleged cause, unless Executive shall, during such 30-day period, remedy the events or circumstances constituting just cause; provided, however, such termination shall take effect immediately upon the giving of written notice of termination for just cause under any of such clauses if the Company shall have determined in good faith that such events or circumstances are not remediable (which determination shall be stated in such notice).

(e)          Survival of Provisions. Upon termination of Executive’s employment for any reason whatsoever (whether voluntary on the part of Executive, for just cause, or other reasons), the obligations of Executive pursuant to Section 7 hereof shall survive and remain in effect.

6.          Compensation and Benefits. During the term of Executive’s employment with the Company hereunder:

(a)          Continuity. Executive’s salary, current perquisites (including, but not limited to, company car) and bonus opportunity (currently expressed as a percentage of Executive’s base salary) may be increased from time to time as determined by the CEO or Board of Directors (or Committee of the Board), but shall not be reduced or eliminated.

(b)          Other Benefits. Executive shall be entitled to vacation with pay, life insurance, health insurance and such other employee benefits as Executive may be entitled to receive in accordance with the established plans and policies of the Company, as in effect from time to time.

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(c)          Tax Equalization. In the event of Executive’s relocation, the Company and Executive will cooperate in good faith to agree on such adjustments to Executive’s compensation and benefits package as are appropriate to provide consistent after-tax income to Executive equivalent to that of a person receiving Executive’s pay and benefits taxable under the terms of the U.S. Internal Revenue Code, while also acting in the best interests of the Company.

7.          Restrictive Covenants.

(a)          Definitions. As used in this Section 7, the following terms shall have the meanings ascribed to such terms as set forth below.

(i)          “Company” - Interface, Inc. and its direct and indirect subsidiaries and affiliated entities throughout the world.

(ii)        “Confidential Information” - information relating to Company’s customers, operations, finances, and business in any form that derives value from not being generally known to other persons or entities, including, but not limited to, technical or nontechnical data, formulas, patterns (including future carpet and fabric patterns), customer purchasing practices and preferences, compilations (including compilations of customer information), programs (including computer programs and models), devices (including carpet and fabric manufacturing equipment), methods (including aesthetic and functional design and manufacturing methods), techniques (including style and design technology and plans), drawings (including product or equipment drawings), processes, financial data (including sales forecasts, sales histories, business plans, budgets and other forecasts), or lists of actual or potential customers or suppliers (including identifying information about those customers), whether or not reduced to writing. Confidential Information subject to this Agreement may include information that is not a trade secret under applicable law, but such information not constituting a trade secret shall be treated as Confidential Information under this Agreement for only a two year period after the termination of Executive’s employment.

(iii)        “Customers” - customers of Company that Executive, during the two year period before the termination of Executive’s employment, (A) solicited or serviced or (B) about whom Executive had Confidential Information. The parties acknowledge that a two-year period for defining Customers (as well as “Suppliers”, below) is reasonable based on Company’s typical sales cycle, budgetary requirements and procurement procedures.

(iv)       “Products” - (A) carpet tile, broadloom carpet (whether 12-foot, 6-foot or other competitive widths) and resilient textile flooring, (B) specialty interior fabrics (wall, panel, window and upholstery), and (C) specialty chemicals and interior architectural products (including raised/access floors) for contract, commercial, institutional and residential markets and customers.

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(v)          “Services” - the services of an administrative and managerial nature that Executive shall provide as a Company executive, and that Executive shall be prohibited from providing (whether as an owner, partner, employee, consultant or in any other capacity) in competition with the Company, in accordance with the terms of this Agreement, which are to manage and supervise, and to have responsibility for, the following aspects of the Company’s business: (A) overall financial affairs, (B) maintenance of appropriate books and records, (C) preparation of financial statements in accordance with generally accepted accounting principles, (D) development and maintenance of proper financial controls, (E) supervision of compliance with tax laws in all jurisdictions, (F) assisting in the development of strategy for the expansion of the business, including expansion by merger, acquisition, joint venture and other combinations and affiliations, (G) preparation of reports to shareholders and governmental and other regulatory agencies and bodies, (H) development of strategy for financing the business through loans, sale of securities and other financing methods, procedures and products, (I) development and maintenance of relationships with independent accountants, financial institutions, investment banks and the investment community and analysts, and (J) providing input regarding financial aspects of employee benefit plans and programs. Executive acknowledges that he has been informed of and had an opportunity to discuss with the Company the specific activities Executive will perform as Services and that Executive understands the scope of the activities constituting Services.

(vi)          “Supplier” - a supplier of Company that Executive, during the two year period before termination of Executive’s employment, (A) had contact with on behalf of Company or (B) about whom Executive had Confidential Information.

(vii)         “Territory” - North America, which is the geographic area where Executive performs Services for Company and in which Company continues to conduct business. Executive has been informed of and had an opportunity to discuss with Company the specific territory in which Executive will perform Services. Executive acknowledges that the market for Company Products is worldwide, and that the Territory is the area in which Executive’s provision of Services in violation of this Agreement would cause harm to Company.

(b)          Non-disclosure and Restricted Use. Executive shall use best efforts to protect Confidential Information. Furthermore, Executive will not use, except in connection with work for Company, and will not disclose during or after Executive’s employment, Company’s Confidential Information.

(c)          Return of Materials. Upon the expiration of this Agreement or termination for any reason of Executive’s employment, or at any time upon Company’s request, Executive will deliver promptly to Company all materials, documents, plans, records, notes or other papers and any copies in Executive’s possession or control relating in any way to Company’s business, which at all times shall be the property of Company.

(d)         Non-solicitation of Customers. During employment and for two years after the termination for any reason of Executive’s employment, Executive will not solicit Customers for the purpose of providing or selling any Products.

(e)         Non-solicitation of Suppliers. During employment and for two years after the termination for any reason of Executive’s employment, Executive will not solicit any Supplier for the purpose of obtaining goods or services that Company obtained from that Supplier and that are used in or relate to any Products.

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(f)          Non-solicitation of Company Employees. During employment and for two years after the termination for any reason of Executive’s employment, Executive will not solicit for employment with another person or entity, anyone who is, or was at any time during the year prior to such termination of Executive’s employment, a Company employee.

(g)          Limitations on Post-Termination Competition. During employment and for two years after the termination for any reason of Executive’s employment, Executive will not provide any Services within the Territory to any person or entity developing, manufacturing, marketing, selling, distributing or installing any Products.

(h)          Disparagement. Executive shall not at any time make false or misleading statements about Company, including its products, management, employees, customers and suppliers.

(i)          Future Employment Opportunities. At any time before, and for two years after, the termination for any reason of Executive’s employment, Executive shall, before accepting employment with another employer, provide such prospective employer with a copy of this Agreement and, upon accepting any employment with another employer, provide Company with such employer’s name and a description of the services Executive will provide to such employer.

(j)          Work For Hire Acknowledgment; Assignment. Executive acknowledges that Executive’s work on and contributions to documents, programs, and other expressions in any tangible medium (collectively, “Works”) are within the scope of Executive’s employment and part of Executive’s duties and responsibilities. Executive’s work on and contributions to the Works will be rendered and made by Executive for, at the instigation of, and under the overall direction of, Company, and are and at all times shall be regarded, together with the Works, as “work made for hire” as that term is used in the United States Copyright Laws. Without limiting this acknowledgment, Executive assigns, grants, and delivers exclusively to Company all rights, titles, and interests in and to any such Works, and all copies and versions, including all copyrights and renewals. Executive will execute and deliver to Company, its successors and assigns, any assignments and documents Company requests for the purpose of establishing, evidencing, and enforcing or defending its complete, exclusive, perpetual and worldwide ownership of all rights, titles and interests of every kind and nature, including all copyrights, in and to the Works, and Executive constitutes and appoints Company as Executive’s agent to execute and deliver any assignments or documents Executive fails or refuses promptly to execute and deliver, this power and agency being coupled with an interest and being irrevocable.

(k)          Inventions, Ideas and Patents. Executive shall disclose promptly to Company (which shall receive it in confidence), and only to Company, any invention or idea of Executive (developed alone or with others) conceived or made during Executive’s employment by Company or within six months of the date of expiration of this Agreement or termination of employment. Executive assigns to Company any such invention or idea in any way connected with Executive’s employment with Company or related to Company’s business, research or development, or demonstrably anticipated research or development, and will cooperate with Company and sign all documents deemed necessary by Company to enable it to obtain, maintain, protect and defend patents covering such inventions and ideas and to confirm Company’s exclusive ownership of all rights in such inventions, ideas and patents. Executive irrevocably appoints Company as Executive’s agent to execute and deliver any

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assignments or documents Executive fails or refuses to execute and deliver promptly, this power and agency being coupled with an interest and being irrevocable. This constitutes Company’s written notification that this assignment does not apply to an invention for which no equipment, supplies, facility or trade secret information of Company was used and which was developed entirely on Executive’s own time, unless (i) the invention relates (A) directly to the business of Company, or (B) to Company's actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Executive for Company.

8.          Injunctive Relief. Executive acknowledges that any breach of the terms of Section 7 hereof would result in material damage to the Company, although it might be difficult to establish the monetary value of the damage. Executive therefore agrees that the Company, in addition to any other rights and remedies available to it, shall be entitled to obtain an immediate injunction (whether temporary or permanent) from any court of appropriate jurisdiction in the event of any such breach thereof by Executive, or threatened breach which the Company in good faith believes will or is likely to result in irreparable harm to the Company.

9.          Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia and the federal laws of the United States of America, without regard to rules relating to the conflict of laws. Executive hereby consents to the exclusive jurisdiction of the Superior Court of Cobb County, Georgia and the U.S. District Court in Atlanta, Georgia and hereby waives any objection Executive might otherwise have to jurisdiction and venue in such courts in the event either court is requested to resolve a dispute between the parties.

10.          Notices. All notices, consents and other communications required or authorized to be given by either party to the other under this Agreement shall be in writing and shall be deemed to have been given or submitted (i) upon actual receipt if delivered in person or by facsimile transmission, (ii) upon the earlier of actual receipt or the expiration of two business days after sending by express courier (such as UPS or Federal Express), and (iii) upon the earlier of actual receipt or the expiration of seven days after mailing if sent by registered or certified express mail, postage prepaid, to the parties at the following addresses:

To the Company: Interface, Inc. 2859 Paces Ferry Road, Suite 2000 Atlanta, Georgia 30339 Fax No.: 770-437-6822 Attn: Chief Executive Officer

With a copy to: Interface, Inc. 2859 Paces Ferry Road, Suite 2000 Atlanta, Georgia 30339 Fax No.: 770-319-6270 Attn: General Counsel

To Executive: Patrick C. Lynch at the last address and fax number shown on the records of the Company

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Executive shall be responsible for providing the Company with a current address. Either party may change its address (and facsimile number) for purposes of notices under this Agreement by providing notice to the other party in the manner set forth above.

11.          Failure to Enforce. The failure of either party hereto at any time, or for any period of time, to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provision(s) or of the right of such party thereafter to enforce each and every such provision.

12.          Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns, and Executive and his heirs and personal representatives. Any business entity or person succeeding to 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.

13.          Entire Agreement. This Agreement supersedes all prior discussions and agreements between the parties and constitutes the sole and entire agreement between the Company and Executive with respect to the subject matter hereof. This Agreement shall not be modified or amended except pursuant to a written document signed by the parties hereto, which makes specific reference to this Agreement.

14.          Severability. The Company’s various rights and remedies referenced in this Agreement are cumulative and nonexclusive of one another, and Executive’s covenants and agreements contained herein are severable and independent of one another. The existence of any claim by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to enforcement by the Company of any or all of such covenants or agreements of Executive hereunder. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions shall continue in full force and effect.

15.          Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officers, and Executive has hereunder set his hand, as of the date first above written.

INTERFACE, INC.

By:    /s/ Daniel T. Hendrix______________

          Daniel T. Hendrix, President and

          Chief Executive Officer

Attest:    /s/ Raymond S. Willoch__________

               Raymond S. Willoch, Secretary

EXECUTIVE:

  /s/ Patrick C. Lynch___________________

Patrick C. Lynch

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EX-99.2

Exhibit 99.2

CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made and entered into as of the 6^th day of October, 2005, by and between Interface, Inc., a Georgia corporation (the “Company”), and Patrick C. Lynch, a resident of the State of Georgia (“Executive”).

W I T N E S S E T H:

WHEREAS, the Company wishes to assure both itself and its key employees of continuity of management and objective judgment in the event of any Change in Control (as defined in Section 3(c) below) of the Company, and to induce its key employees to remain employed by the Company; and

WHEREAS, Executive is a key employee of the Company, or one or more of its direct and indirect subsidiaries, and an integral part of its management; and

WHEREAS, this Agreement is not intended to alter materially the compensation and benefits that Executive reasonably could expect to receive in the absence of a Change in Control of the Company, and this Agreement accordingly will be operative only upon circumstances relating to a Change in Control of the Company, as set forth herein.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.          Operation of Agreement. This Agreement shall be effective immediately upon its execution by the parties hereto, but anything in this Agreement to the contrary notwithstanding, neither this Agreement nor any provision hereof shall be operative unless, during the term of this Agreement, there has been a Change in Control of the Company, as defined in Section 3(c) below. Immediately upon such an occurrence, all of the provisions hereof shall become operative.

2.          Term of Agreement. The duration of this Agreement (the “term”) shall be for a rolling, two-year term commencing on the date hereof, and shall be deemed automatically (without further action by either the Company or Executive) to extend each day for an additional day such that the remaining term of the Agreement shall continue to be two years; provided, however, that on Executive's 63rd birthday, this Agreement shall cease to extend automatically and, on such date, the remaining term of this Agreement shall be two years; and, provided further, the Company may, by notice to Executive, cause this Agreement to cease to extend automatically and, upon such notice, the term of this Agreement shall be two years following such notice.

3.          Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them below.

(a)          Board or Board of Directors. The terms “Board” and “Board of Directors” shall mean the Board of Directors of Interface, Inc., or its successor.

(b)          Cause. The term “Cause” as used herein shall mean: (i) an act that constitutes, on the part of Executive, (A) fraud, dishonesty, gross negligence, or willful misconduct and (B) that directly results in material injury to the Company (or any of its subsidiaries), or (ii) Executive's conviction of a felony or other crime involving moral turpitude. A termination of Executive for Cause based on clause (i) of the preceding sentence shall take effect 30 days after the Company gives written notice of such termination to Executive specifying the conduct deemed to qualify as Cause, unless Executive shall, during such 30-day period, remedy the events or circumstances constituting Cause to the reasonable satisfaction of the Company. A termination for Cause based on clause (ii) above shall take effect immediately upon the Company’s delivery of the termination notice.

(c)          Change in Control. The term “Change in Control” as used herein shall mean and be deemed to occur on the earliest of, and upon any subsequent occurrence of, the following:

(i)          during such period as the holders of the Company’s Class B common stock are entitled to elect a majority of the Company’s Board of Directors, the Permitted Holders (as defined below) 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 Company’s Class B common stock;

(ii)          at any time during which the holders of the Company’s Class B common stock have ceased to be entitled to elect a majority of the 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 outstanding capital stock entitled to vote for the election of directors (“Voting Stock”) of (A) the Company, or (B) any corporation which is the surviving or resulting corporation, or the transferee corporation, in a transaction described in clause (iii)(A) or (iii)(B) immediately below;

(iii)         the effective time of (A) a merger, consolidation or other business combination of the Company with one or more corporations as a result of which the holders of the outstanding Voting Stock of the Company immediately prior to such merger or consolidation hold less than 51 percent of the Voting Stock of the surviving or resulting corporation, or (B) a transfer of all or substantially all of the property or assets of the Company other than to an entity of which the Company owns at least 51 percent of the Voting Stock, or (C) a plan of complete liquidation of the Company; and

(iv)         the election to the Board of Directors of the 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 Company, of the lesser of (A) four directors, or (B) directors constituting a majority of the number of directors of the Company then in office.

(d)          Code. The term “Code” shall mean the Internal Revenue Code of 1986, as amended.

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(e)          Disability. The term “Disability” shall mean Executive’s inability, as a result of physical or mental incapacity, to substantially perform Executive’s duties for the Company on a full-time basis for a continuous period of six months.

(f)          Permitted Holders. The term “Permitted Holders” shall mean the individuals listed on Schedule 10.11 to the Second Amended and Restated Credit Agreement dated as of June 25, 1997, by and among the 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.

(g)          Present Value. The term “Present Value” shall have the same meaning as provided in Section 280G(d)(4) of the Code.

(h)          Stock Plans. The term “Stock Plans” shall mean the Interface, Inc. Omnibus Stock Incentive Plan, the Interface, Inc. Key Employee Stock Option Plan (1993), the Interface, Inc. Offshore Stock Option Plan, and the Interface Flooring Systems, Inc. Key Employee Stock Option Plan, together with any other incentive stock plans adopted by the Company during the term of this Agreement.

4. Benefits Following a Change in Control.

(a)          Immediate Vesting of Stock Awards. Upon the occurrence of a Change in Control during the term of this Agreement, (i) all outstanding stock options (and stock appreciation rights, if any) granted to Executive under the Stock Plans shall become 100% vested and thus immediately exercisable; and (ii) all restrictions on and vesting requirements for all shares of restricted stock (or other performance shares, performance units or deferred shares) awarded to Executive under the Interface, Inc. Omnibus Stock Incentive Plan (or any other Stock Plan) shall lapse, and such shares and awards shall become 100% vested. To the extent inconsistent with this immediate vesting requirement, the provisions of this subsection (a) shall constitute an amendment of Executive’s stock option agreements and restricted stock agreements issued under the Stock Plans.

(b)          Termination Six Months Before or Two Years After Change in Control. If a Change in Control occurs during the term of this Agreement and Executive’s employment is terminated (x) within 24 months following the date of the Change in Control, or (y) within six months prior to the date of the Change in Control and is related to such Change in Control, and in the case of either (x) or (y) such termination is a result of Involuntary Termination or Voluntary Termination, as defined below, then the benefits described in subsection (c) below shall be paid or provided to Executive:

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(i)          Involuntary Termination. For purposes hereof, “Involuntary Termination” shall mean termination of employment that is involuntary on the part of Executive and that occurs for reasons other than for Cause, Executive’s Disability, the voluntary election of Executive to retire (including early retirement) within the meaning of applicable retirement plans, or Executive’s death.

(ii)          Voluntary Termination. For purposes hereof, “Voluntary Termination” shall mean termination of employment that is voluntary on the part of Executive, and either (A) is subsequent to the Company providing notice to Executive, in accordance with Section 2 of this Agreement, that the term of this Agreement will cease to extend automatically, or (B) in the judgment of Executive, is due to (x) a reduction of Executive’s responsibilities, title or status resulting from a formal change in such title or status, or from the assignment to Executive of any duties inconsistent with Executive’s title, duties or responsibilities in effect within the year prior to the Change in Control; (y) a reduction in Executive’s compensation or benefits, or (z) a Company-required involuntary relocation of Executive’s place of residence or a significant increase in Executive’s travel requirements. A termination shall not be considered voluntary within the meaning of this Agreement if such termination is the result of Cause, Executive’s Disability, a voluntary election of Executive to retire (including early retirement) within the meaning of applicable retirement plans, or Executive’s death; provided, however, the fact that Executive is eligible for retirement (including early retirement) under applicable retirement plans at the time of Executive’s termination due to the reasons in any of clauses (A) or (B) (x), (y) or (z) of this subsection (b)(ii) shall not make Executive ineligible to receive benefits under this Agreement.

(c)          Benefits to be Provided. If Executive becomes eligible for benefits under subsection (b) above, the Company shall pay or provide to Executive the compensation and benefits set forth in this subsection (c); provided, however, that the compensation and benefits to be paid or provided pursuant to paragraphs (i) through (iv) of this subsection (c) shall be reduced to the extent that Executive receives or is entitled to receive upon Executive’s termination the compensation and benefits (but only to the extent Executive actually receives such compensation and benefits) described in paragraphs (i) through (iv) of this subsection (c) pursuant to the terms of an employment agreement with the Company or as a result of a breach by the Company of the employment agreement; and, provided, further, after taking into consideration any such reductions, Executive shall continue to be entitled to receive in the aggregate under this Agreement and the employment agreement an amount of compensation and benefits equal to the full amount of compensation and benefits provided under this Agreement, and any amounts paid under paragraphs (i), (ii) and (iv) of this Agreement shall be paid in the manner provided in such paragraphs.

(i)          Salary. Executive will continue to receive his current salary (subject to withholding of all applicable taxes) for a period of 24 months from Executive’s date of termination in the same manner as it was being paid as of the date of termination; provided, however, that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not later than 30 days after Executive’s termination of employment; and, provided further, the amount of such lump sum payment shall be determined by taking the salary payments to be made and discounting them to their Present Value (as defined in Section 3(g) above) on the date Executive’s employment is terminated. For purposes hereof, Executive’s “current salary” shall be the highest rate in effect during the six-month period prior to Executive’s termination.

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(ii)         Bonuses and Incentives. Executive shall receive bonus payments from the Company for the 24 months following the month in which Executive’s employment is terminated in an amount for each month equal to one-twelfth of the average of the bonuses paid to Executive for the two calendar years immediately preceding the year in which such termination occurs (“Average Bonus”). Executive shall also receive a prorated bonus for the year in which Executive’s employment terminates equal to the Average Bonus multiplied by the number of days Executive worked in such year divided by 365 days. Any bonus amounts that Executive had previously earned from the Company (or its subsidiaries) but which may not yet have been paid as of the date of termination shall not be affected by this provision; provided, however, that if the amount of the bonus for such prior year has not yet been determined, the bonus shall be an amount not less than the Average Bonus. The bonus amounts determined herein shall be paid in a single lump sum payment, to be paid not later than 30 days after termination of employment; and, provided further, the amount of such lump sum payment shall be determined by taking the bonus payments (as of the payment date) to be made and discounting them to their Present Value on the date Executive’s employment is terminated.

(iii)       Health and Life Insurance Coverages. The health and life insurance benefit coverages (including any executive medical and/or life insurance plans) provided to Executive at Executive’s date of termination shall be continued by the Company at its expense at the same level and in the same manner as if Executive’s employment had not terminated (subject to the customary changes in such coverages upon Executive’s retirement or reaching age 65), beginning on the date of such termination and ending on the date 24 months from the date of such termination. Any additional coverages Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs Executive was paying for such coverages at the time of termination shall be paid by Executive by separate check payable to the Company each month in advance (or in such other manner as the Company may agree). If the terms of any benefit plan referred to in this subsection (c)(iii) do not permit continued participation by Executive, the Company will arrange for other coverage at its expense providing substantially similar benefits. The coverages provided for in this subsection shall be applied against and reduce the period for which COBRA benefits will be provided. If Executive is covered by a split-dollar or similar life insurance program at the date of termination, Executive shall have the option in Executive’s sole discretion to have such policy transferred to Executive upon termination, provided that, except as may otherwise be provided in a separate agreement, the Company (or its subsidiary, as the case may be) is paid for its interest (i.e., the cash surrender value) in the policy upon such transfer.

(iv)        Employee Retirement Plans. If applicable law and the provisions of the applicable plan permit continued participation, Executive will be entitled to continue to participate, consistent with past practices, in the tax-qualified employee retirement plans maintained by the Company in effect as of Executive’s date of termination, including, to the extent such plan is still maintained by the Company, the Interface, Inc. Savings Investment Plan and Trust (the “Savings Plan”). Executive’s participation in such retirement plans shall continue for a period of 24 months from the date of termination of Executive’s employment (at which point Executive will be considered to have terminated employment within the meaning of the plans), and the compensation payable to Executive under subsections (c)(i) and (c)(ii) of this Section 4 shall be treated (unless otherwise

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excluded under the terms of such retirement plans) as compensation when computing benefits under such plans. For purposes of the Savings Plan, Executive will be credited with an amount equal to the Company’s contribution to the plan, assuming Executive had participated in such plan at the maximum permissible contribution level. To the extent permissible under applicable law, Executive shall also be considered fully vested under such plans. If continued participation in any plan is not permitted or if Executive’s benefits are not fully vested, the Company shall pay to Executive and, if applicable, Executive’s beneficiary, a supplemental benefit equal to the present value on the date of termination of employment (calculated as provided in each plan) of the excess of (A) the benefit Executive would have been paid under such plan if Executive had continued to be covered for the 24-month period (less any amounts Executive would have been required to contribute) and been treated as fully vested, over (B) the benefit actually payable under such plan. The Company shall pay such additional benefits (if any) in a lump sum within 30 days of the date of termination.

(v)          Effect of Lump Sum Payment. The lump sum payment under subsections (c)(i) and (c)(ii) of this Section 4 shall not alter the amounts Executive is entitled to receive under the benefit plans and arrangements described in subsections (c)(iii) and (c)(iv) above. Benefits under such plans shall be determined as if Executive had remained employed and received such payments without reduction for their Present Value over a period of 24 months.

5.          Payments to Cover Excise Taxes.

(a)          Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined (as hereafter provided) that any payment or distribution to or for Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or pursuant to or by reason of any other agreement, policy, plan, program or arrangement (including, without limitation, any employment agreement, Stock Plan or salary continuation agreement), or similar right (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provisions thereto), or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment or payments (a “Gross-Up Payment”) from the Company. The total amount of the Gross-Up Payment shall be an amount such that, after payment by (or on behalf of) Executive of any Excise Tax and all federal, state and other taxes (including any interest or penalties imposed with respect to such taxes) imposed upon the Gross-Up Payment, the remaining amount of the Gross-Up Payment is equal to the Excise Tax imposed upon the Payment(s). For purposes of clarity, the amount of the Gross-Up Payment shall be that amount necessary to pay the Excise Tax in full and all taxes assessed upon the Gross-Up Payment.

(b)          An initial determination as to whether a Gross-Up Payment is required pursuant to this Section 5 and the amount of such Gross-Up Payment shall be made by an accounting firm selected by the Company, and reasonably acceptable to Executive, which is then designated as one of the five largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and Executive as promptly as practicable after such calculation is

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requested by the Company or by Executive with respect to a Payment (or Payments), and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to a Payment (or Payments), it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payment(s). Within 15 days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Section 5 shall be paid by the Company to Executive within 15 days of the receipt of the Accounting Firm’s Determination. The existence of the Dispute shall not in any way affect the right of Executive to receive the Gross-Up Payment in accordance with the Determination. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and Executive subject to the application of Section 5(c).

(c)          As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred upon the earliest to occur of the following events: (i) upon notice (formal or informal) to Executive from any governmental taxing authority that the tax liability of Executive (whether in respect of the then current taxable year of Executive or in respect of any prior taxable year of Executive) may be increased by reason of the imposition of the Excise Tax on a Payment (or Payments) with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, or its consolidated group, on its federal income tax return), or (iv) upon the resolution to the satisfaction of Executive of the Dispute. If any Underpayment occurs, Executive shall promptly notify the Company and the Company shall pay to Executive within 15 days of the date the Underpayment is deemed to have occurred under (i), (ii), (iii) or (iv) above, but in no event less than 5 days prior to the date on which the applicable government taxing authority has requested payment, an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties imposed on the Underpayment.

An Excess Payment shall be deemed to have occurred upon a “Final Determination” (as hereinafter defined) that the Excise Tax shall not be imposed upon any Payment(s) (or portion of a Payment) with respect to which Executive had previously received a Gross-Up Payment. A Final Determination shall be deemed to have occurred when Executive has received from the applicable governmental taxing authority a refund of taxes or other reduction in his tax liability by reason of the Excess Payment and upon either (i) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds Executive and such taxing authority, or in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired, or (ii) the statute of limitations with respect to Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to Executive and Executive shall pay to the Company within 15 days following demand (but not less than 30 days after the determination of such Excess Payment) the amount of the Excess Payment plus interest at an annual rate equal to the rate provided for in Section 1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to Executive until the date of repayment to the Company.

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(d)          Notwithstanding anything contained in this Agreement to the contrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment(s), the Company shall pay to the applicable government taxing authorities as Excise Tax withholding, the amount of any Excise Tax that the Company has actually withheld from the Payment(s); provided, that the Company’s payment of withheld Excise Tax shall not alter the Company’s obligation to pay the Gross-Up Payment required under this Section 5.

(e)          Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the Determination contemplated by Section 5(b) hereof.

(f)          The fees and expenses of the Accounting Firm for its services in connection with the Determination and calculations contemplated by Section 5(b) shall be paid by the Company.

6.          Miscellaneous.

(a)          Notices. All notices, consents and other communications required or authorized to be given by either party to the other under this Agreement shall be in writing and shall be deemed to have been given or submitted (i) upon actual receipt if delivered in person or by facsimile transmission, (ii) upon the earlier of actual receipt or the expiration of two business days after sending by express courier (such as UPS or Federal Express), and (iii) upon the earlier of actual receipt or the expiration of seven days after mailing if sent by registered or certified express mail, postage prepaid, to the parties at the following addresses:

To the Company:	Interface, Inc.
	2859 Paces Ferry Road, Suite 2000
	Atlanta, Georgia 30339
	Fax No.: 770-437-6822
	Attn: Chief Executive Officer
With a copy to:	Interface, Inc.
	2859 Paces Ferry Road, Suite 2000
	Atlanta, Georgia 30339
	Fax No.: 770-319-6270
	Attn: General Counsel

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To Executive:	Patrick C. Lynch
	at the last address and fax number
	shown on the records of the Company

Executive shall be responsible for providing the Company with a current address. Either party may change its address (and facsimile number) for purposes of notices under this Agreement by providing notice to the other party in the manner set forth above.

(b)         Assignment. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective executors, administrators, heirs, personal representatives and successors, but, except as hereinafter provided, neither this Agreement nor any right hereunder may be assigned or transferred by either party hereto, or by any beneficiary or any other person, nor be subject to alienation, anticipation sale, pledge, encumbrance, execution, levy or other legal process of any kind against Executive, Executive’s beneficiary or any other person. Notwithstanding the foregoing, any person or business entity 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 express assumption of this Agreement by such successor.

(c)          Executive’s Death. In the event Executive shall die after, or within six months prior to, the date a Change in Control occurs and this Agreement becomes operative, all amounts and benefits which would have been payable or due to Executive if Executive had continued to live (including, in the event Executive dies after a Voluntary or Involuntary Termination, the amounts and benefits described in Section 4(c) hereof) shall be paid and provided in accordance with the terms of this Agreement to the executors, administrators, heirs or personal representatives of Executive’s estate.

(d)          No Obligation to Fund. The agreement of the Company (or its successor) to make payments to Executive hereunder shall represent the unsecured obligation of the Company (and its successor), except to the extent (i) the terms of any other agreement, plan or arrangement pertaining to the parties provide for funding; or (ii) the Company (or its successor) in its sole discretion elects in whole or in part to fund the Company’s obligations under this Agreement pursuant to a trust arrangement or otherwise.

(e)          Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia (USA).

(f)          Arbitration of Disputes; Expenses. All claims by Executive for compensation and benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to Executive for a review of a decision denying a claim and shall further allow Executive to appeal to the Board a decision of the Board within 60 days after notification by the Board that Executive’s claim has been

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denied. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Atlanta, Georgia, in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. The arbitration award shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction. In the event Executive incurs legal fees and other expenses in seeking to obtain or to enforce any rights or benefits provided by this Agreement and is successful, in whole or in part, in obtaining or enforcing any such rights or benefits through settlement, arbitration or otherwise, the Company shall promptly pay Executive’s reasonable legal fees and expenses incurred in enforcing this Agreement and the fees of the arbitrator(s). Except to the extent provided in the preceding sentence, each party shall pay its own legal fees and other expenses associated with any dispute, provided, however, that the fee for the arbitrator(s) shall be shared equally.

(g)          Amendment. This Agreement may only be amended by a written instrument signed by the parties hereto, which makes specific reference to this Agreement.

(h)          Severability. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provisions hereof.

(i)          Other Benefits. Nothing in this Agreement shall limit or replace the compensation or benefits payable to Executive, or otherwise adversely affect Executive’s rights, under any other benefit plan, program or agreement to which Executive is a party.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officers, and Executive has hereunder set his hand, as of the date first above written.

INTERFACE, INC.

By:    /s/ Daniel T. Hendrix_____________

        Daniel T. Hendrix, President and

        Chief Executive Officer

Attest:    /s/ Raymond S. Willoch___________

              Raymond S. Willoch, Secretary

EXECUTIVE:

  /s/ Patrick C. Lynch ___________________

Patrick C. Lynch

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