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INTERFACE, INC. EXECUTIVE BONUS PLAN

Executive Compensation Plan Agreement

INTERFACE, INC. EXECUTIVE BONUS PLAN | Document Parties: INTERFACE INC | INTERFACE, INC You are currently viewing:
This Executive Compensation Plan Agreement involves

INTERFACE INC | INTERFACE, INC

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Title: INTERFACE, INC. EXECUTIVE BONUS PLAN
Governing Law: Georgia     Date: 5/28/2009
Industry: Textiles - Non Apparel     Sector: Consumer Cyclical

INTERFACE, INC. EXECUTIVE BONUS PLAN, Parties: interface inc , interface  inc
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INTERFACE, INC.

EXECUTIVE BONUS PLAN

 

 

1. PURPOSE.

 

              The purpose of the Interface, Inc. Executive Bonus Plan is to provide bonus compensation opportunities which support the Company’s on-going efforts to attract, retain and develop exceptional executive talent and which provide incentives directly linked to the Company’s business objectives. The Plan is intended to meet the requirements for "qualified performance-based compensation" under Section 162(m) of the Internal Revenue Code of 1986, as amended.

 

2. DEFINITIONS.

 

The following capitalized terms, as used herein, shall have the following meanings:

 

(a) "Annual Base Salary" shall mean: (i) with respect to any Participant other than a Section 162(m) Officer, the base salary paid to such Participant during any Performance Period (up to a maximum of one year’s base salary paid); and (ii) with respect to any Section 162(m) Officer, the annual rate of base salary of such Section 162(m) Officer in effect on the first day of any Performance Period.

 

(b) "Award" shall mean an incentive compensation award, granted pursuant to the Plan, which is contingent upon the attainment of Performance Goals with respect to a Performance Period.

 

(c) "Board" shall mean the Board of Directors of Interface.

 

(d) "Change in Control" shall mean the occurrence of an event described in Section 5(d) hereof.

 

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

 

(f) "Committee" shall mean a committee of the Board as described in Section 3 hereof.

 

(g) "Company" shall mean, collectively, Interface and its direct and indirect subsidiaries.

 

(h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

 

(i) "Interface" shall mean Interface, Inc., a Georgia corporation.

 

(j) "Participant" shall mean an executive officer of the Company who is, pursuant to Section 4 of the Plan, selected to participate in the Plan.

 

 


 

 

 

(k) "Performance Goal" shall mean the criteria and objectives, determined by the Committee, which must be met during the applicable Performance Period as a condition of the Participant's receipt of payment with respect to an Award.  Performance Goals may relate to attainment by the Company or a subsidiary or business unit of specified levels or increases in any or all of the following: (i) operating income; (ii) cash flow, (iii) reduction of off-quality and waste; (iv) return on equity; (v) earnings per share; (vi) total earnings; (viii) return on capital; (ix) return on assets; (x) earnings before interest and taxes; (xi) gross margin; (xii) economic value added; (xiii) sales; (xiv) the fair market value of Interface’s common stock; (xv) improvement in fixed charge coverage ratio; (xvi) debt reduction and/or cash accumulation; or (xvii) measurable financial criteria associated with credit facility, bond indenture or other covenants.  In addition, with respect to Participants who are not Section 162(m) Officers, the Committee may establish other Performance Goals, including goals relating to individual performances and non-financial objectives.

 

                    (l) "Performance Period" shall mean the Company's fiscal year or such other time period determined by the Committee during which Performance Goals are to be met.

 

(m) "Plan" shall mean the Interface, Inc. Executive Bonus Plan.

 

                    (n) "Section 162(m) Officer" shall mean an officer of the Company who, in the Committee's determination made at the time of any Award, is or may become a "covered employee" as defined in Section 162(m) of the Code and the regulations thereunder.

 

3. ADMINISTRATION.

 

(a) GENERAL. The Plan shall be administered by the Committee. The Committee shall have the authority in its sole discretion, subject to the express provisions of the Plan, to administer the Plan and to exercise all the powers and authority either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation: the authority to grant Awards; to determine the persons to whom, and the time or times at which, Awards shall be granted; to determine the terms, conditions, restrictions and performance criteria, including Performance Goals, relating to any Award; to determine the commencement date and end date for each Performance Period; to determine whether, to what extent, and under what circumstances an Award may be settled, canceled, forfeited, or surrendered; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules, regulations and procedures relating to the Plan; to determine the terms and provisions of Awards; and to make all other determinations deemed necessary or advisable for the administration of the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including the Company, the Participant (or any person claiming any rights under the Plan from or through any Participant) and any shareholder.

 

 

 

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(b) MEMBERS. The Committee shall consist of two or more members of the Board, each of whom shall be an "outside director" within the meaning of Section 162(m) of the Code. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan.

 

(c) LIABILITY. No member of the Board or the Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder.

 

4. ELIGIBILITY.

 

The Committee shall select which executive officers of the Company are to participate in the Plan for a Performance Period. In selecting the officers of the Company who are eligible to participate in the Plan and in establishing the terms of Awards granted to such Participants, the Committee may accept such recommendations of the senior management of the Company as it deems appropriate.  The Committee shall specifically identify any Participants who it determines are Section 162(m) Officers with respect to each fiscal year.

 

5. TERMS OF AWARDS.

 

(a) IN GENERAL. The Committee shall grant awards under the Plan for


 
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