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”).

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.

(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.

(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:

(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 terminat