DISCOUNTED STOCK PURCHASE AGREEMENT

BETWEEN:

MOHAWK INDUSTRIES , Inc. a company organised and existing under the laws of Delaware, the United States of America, having its executive offices at 160 South Industrial Blvd., Calhoun, GA 30701, USA

Represented for the purpose of this Agreement by Mr. Jeffrey Lorberbaum, Chairman and CEO, and Mr. Frank Boykin, CFO

Hereinafter referred to as the “Company”

AND:

Mr. Paul De Cock , domiciled at 1000 Brussels, Madrillegang 1,

Mr. Bernard Thiers , domiciled at 8780 Oostrozebeke, Stationsstraat 134,

Mr. Marc Van Canneyt , domiciled at 8770 Wielsbeke, Vierlindenstraat 16,

Mr. Paul De Fraeye , domiciled at 7890 Gavere, Baaigemstraat 131,

Hereinafter jointly referred to as the “UNILIN Management”

1.1

Purchase of Shares

1.2

Listing

2.1

Initial Purchase Price

2.2.

Discount on the Initial Purchase Price

2.2.1.

The Initial Purchase Price shall be reduced in accordance and subject to the conditions set forth in this Article 2.2.

2.2.2.

The maximum amount of the aggregate discount shall be equal to the number of Mohawk shares of Common Stock corresponding to 15 million USD based on a Mohawk share price equal to the average closing price of Mohawk Common Stock over the 20 trading day period ending July 2, 2005: i.e. 15 million USD divided by 85.39 USD equals 175,665 shares. The maximum amount of the discount payable with respect to any financial year shall be 20%, as indicated on Exhibit 1.

The discount (maximum 175,665 shares of Mohawk Common Stock) shall be awarded according to the same repartition as the stock purchase/sale repartition, mentioned in Article 1:

2.2.3.

The discount may be earned over a five-year period (2006 until 2010) and shall be annually granted on the Initial Purchase Price to the extent and in accordance with the EBITDA Goals as set forth in exhibit 1.

2.2.4.

The discount shall be determined and paid out each year on March 31 of the year following the relevant financial year. The discount shall be paid in cash (on the basis of the average closing price of Mohawk Common Stock over the 20 trading day period ending December 31 of the financial year). For example, if Mr. De Cock earns a discount of 10,000 shares in a financial year and the average price of Mohawk Common Stock over the 20 trading period ending on December 31 of that year is $100, Mr. De Cock would be entitled to receive a cash amount equal to $1,000,000.

2.2.5.

If the minimal level of EBITDA is not achieved in a given financial year, no discount is obtained with respect to that year.

2.2.6.

If the EBITDA levels achieved are between the minimal level and the target levels set forth in exhibit 1, the discount shall be interpolated as to the percentage mentioned in the last three columns of exhibit 1.

2.2.7.

Notwithstanding articles 2.2.5. and 2.2.6., missed discounts can nevertheless be earned by making up the aggregate EBITDA shortfall in precedent or subsequent years, and can also be earned on any excess EBITDA for year 2005 as compared to 2005 target level.

2.2.8.

In case of a departure of (a) member(s) of the UNILIN Management, prior to October 31, 2010, and with respect to the year in which the departure occurs, the leaving member(s) of the UNILIN Management shall be entitled to the discount of the year in which the departure occurs, based on the EBITDA achieved of that year and calculated on a pro rata temporis basis. Such member of the UNILIN Management shall not be entitled to receive any additional discount otherwise payable for subsequent years.

Example : in case of a departure in mid year 2008 and in case of the following performance levels being achieved :

The relevant member of the UNILIN Management shall be entitled to 46.25% of the aggregate discount (20% + 20% + (12.5% x 1/2)).

2.3.

Calculation of the annual EBITDA

2.3.1

The annual EBITDA shall be calculated in accordance with exhibit 2.

2.3.2.

For the computation of the EBITDA as provided in exhibit 1, the following shall be in addition taken into consideration :

•

present sales through Mohawk distribution will be computed at pre-agreed transfer prices or included based on mutually agreeable goals. Future additional margins and costs resulting from the integration of UNILIN within Mohawk will be included (i.e. no adjustment shall be made with respect to the Bonus Scheme EBITDA targets).

•

there shall be an adjustment to the above-mentioned EBITDA targets as agreed upon by the parties in case of an acquisition or a divestiture.

•

any Mohawk corporate charges will be offset by adjustments to goals.

•

any changes in accounting methods (e.g. changeover towards US GAAP) will require formula adjustments.

•

all direct expenses, including audits and management incentives (except those related to the Discounted Stock Purchase Agreement and the Agreement on SOP granted by Mohawk) will be included in operating results, except all the third party accounting, tax and legal expenses relating to the integration of UNILIN in Mohawk. The increased expenses for new third party audits and regulatory approvals required under SEC and NYSE regulations are estimated to amount to approximately 1,000,000 EUR per year for UNILIN, unless demonstrated otherwise.

•

the use of capital (as budgeted in the DELOITTE VDD) above base plan will be charged quarterly at an annualized 9% rate from operating results. Use of capital below plan can be carried forward to subsequent years.