AMENDED AND RESTATED

EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made and entered into as of the 23rd day of July, 2008, by and between Interface, Inc., a corporation organized under the laws of the State of Georgia, U.S.A. (the “Company”), and Ray C. Anderson, a resident of Atlanta, Georgia (“Employee”).

W I T N E S S E T H:

WHEREAS, on April 1, 1997, desiring to set forth in writing the terms of Employee’s employment with the Company, the parties entered into an Employment Agreement, which was subsequently amended by the parties as of January 6, 1998, January 14, 1999, May 7, 1999, July 24, 2001 and July 26, 2006; and

WHEREAS, to assure both itself and its key employees of continuity of management and objective judgment in the event of a change in control of the Company, and to induce its key employees to remain employed by the Company, the Company has entered into change in control agreements with certain key employees, including a Change in Control Agreement with Employee, dated April 1, 1997, detailing Employee’s compensation and benefits upon a change in control of the Company, which was subsequently amended by the parties as of January 6, 1998, January 14, 1999, May 7, 1999, July 24, 2001 and July 26, 2006; and

WHEREAS, the parties desire to amend and restate such Employment Agreement and such Change in Control Agreement (the “Prior Agreements”) and to combine the Prior Agreements and bring the combined Prior Agreements into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”);

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, Employee shall be employed by the Company as its Chairman of the Board, and shall perform such duties and functions for the Company and its subsidiaries and affiliates as are set forth in the Bylaws of the Company and as shall be specified from time to time by the Board of Directors (the “Board”) of the Company.  Employee accepts such employment and agrees to perform such executive duties as may be assigned to Employee. Employee may be relocated (prior to a Change in Control), Employee’s titles and duties may be changed, and Employee may be promoted to a higher position within the Company, but Employee will not be demoted or given lesser titles.

2.Duties.  Employee shall devote his full business-related time and best efforts to accomplishing such duties at such locations as may be requested by the Board.

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3.Avoidance of Conflict of Interest.  While employed by the Company, Employee shall not engage in any other business enterprise without the prior written consent of the Company.  Without limiting the foregoing, Employee 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 Employee have any financial interest in any competitor of the Company; provided, however, Employee 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.  Subject to the terms of Section 5 hereof, the duration of this Agreement (the “term”) shall be for a rolling, two-year term commencing on the date first set forth above, and shall be deemed automatically (without further action by either the Company or Employee) to extend each day for an additional day such that the remaining term of this Agreement shall continue to be two years; provided, however, that on Employee’s 74th birthday, this Agreement shall cease to extend automatically and, on such date, the remaining term of this Agreement shall be two years.

5.Termination.  Employee’s employment with the Company may be terminated as provided in this Section 5:

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

(i)“Cause” shall mean, for purposes of this Agreement (except with respect to a Section 409A Separation from Service following a Change in Control, which is addressed in Section 7(a)(i) hereof):  (A) Employee’s fraud, dishonesty, gross negligence, or willful misconduct with respect to business affairs of the Company (including its subsidiaries and affiliated companies), (B) Employee’s refusal or repeated failure to follow the established lawful policies of the Company applicable to persons occupying senior positions within the Company, (C) Employee’s material breach of this Agreement, or (D) Employee’s conviction of a felony or other crime involving moral turpitude.  A termination of Employee for Cause based on clause (A), (B) or (C) of the preceding sentence shall take effect 30 days after Employee receives from the Company written notice of intent to terminate and the Company’s description of the alleged Cause, unless Employee shall, during such 30-day period, remedy the events or circumstances constituting Cause; provided, however, such termination shall take effect immediately upon the giving of written notice of termination for 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).

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(ii) "Section 409A Separation from Service" shall mean a separation from service with the Company and affiliated entities, as defined in Code Section 409A and guidance issued thereunder.  As a general overview, under Code Section 409A, an employee will separate from service if the employee dies, retires, or otherwise has a termination of employment determined in accordance with the following:

(A)Leaves of Absence.  The employment relationship is treated as continuing intact while Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or, if longer, so long as Employee retains a right to reemployment with the Company under an applicable statute or by contract.  A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that Employee will return to perform services for the Company.  If the period of leave exceeds six months and Employee does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first day immediately following such six-month period.

(B)Status Change.  Generally, if Employee performs services both as an employee and an independent contractor, Employee must separate from service both as an employee and as an independent contractor, pursuant to standards set forth in the applicable regulations promulgated by the Secretary of Treasury under Code Section 409A (“Treasury Regulations”), to be treated as having a separation from service.  However, if Employee provides services to the Company as an employee and as a member of the Board, the services provided as a director are not taken into account in determining whether Employee has a separation from service as an employee for purposes of this Agreement.

(C)Termination of Employment.  Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and Employee reasonably anticipate that no further services would be performed after a certain date or that the level of bona fide services Employee would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 49 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Company if Employee has been providing services to the Company less than 36 months).  Facts and circumstances to be considered in making this determination include, but are not limited to, whether Employee continues to be treated as an employee for other purposes (such as continuation of salary and participation in employee benefit programs), and whether similarly situated service providers have been treated consistently.  For periods during which Employee is on a paid bona fide leave of absence and has not otherwise terminated employment as described in subsection (A) above, for purposes of this subsection (C), Employee is treated as providing bona fide services at a level equal to the level of services that Employee would have been required to perform to receive the compensation paid with respect to such leave of absence.  Periods during which Employee is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this clause (C) (including for purposes of determining the applicable 36-month (or shorter) period).

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  The Company and Employee reasonably anticipate, as of the date of this Agreement, that the level of Employee’s post-employment services for the Company, if any, will be no more than 49% of the historical level of services (as described hereinabove) that Employee has provided (such that he will have a Section 409A Separation from Service as of the date of his termination of employment).  Notwithstanding the foregoing, the parties acknowledge that they should reassess the anticipated level of services as of the date of Employee’s termination of employment to confirm that it is sufficiently limited so that such termination date will be the date of Employee’s Section 409A Separation from Service.  While it is anticipated Employee’s Section 409A Separation from Service will occur on the date that his employment terminates, this Agreement is drafted to take into account the chance that it will not.

(D)Service with Affiliates.  For purposes of determining whether a separation from service has occurred under the above provisions, the “Company” shall include the Company and all entities that would be treated as a single employer with the Company under Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Code”), but substituting “at least 50 percent” instead of “at least 80 percent” each place it appears in applying such rules.

  (b)  Termination by the Company After Notice of Resignation.  Employee may voluntarily terminate his employment hereunder at any time, effective 90 days after delivery to the Company of Employee’s signed, written resignation.  The Company may accept said resignation and, at its option, terminate Employee’s employment before the end of such 90-day period; provided, if Employee has given such 90 days notice, then the Company shall pay Employee, in lieu of waiting for passage of the notice period and in addition to the amounts payable to Employee pursuant to Section 6 below, an amount equal to the salary that would have been paid to Employee through the end of the notice period had his actual employment continued.  Any such amount payable by the Company (in lieu of waiting for the passage of the notice period) for the period after Employee’s actual termination of employment shall be paid in a single lump-sum cash payment within 30 days after the date of Employee’s actual termination of employment.

(c)Termination by the Company.  Subject to the terms of Section 5(d) below, the Company may terminate Employee’s employment hereunder, in its sole discretion, whether with or without Cause, at any time upon written notice to Employee.

(d)Termination Without Cause.  If, prior to the end of the term of this Agreement, the Company terminates Employee’s employment with the Company without Cause, Employee 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 (vi) below.  The time periods for which compensation and benefits will be provided with respect to clauses (i) through (v) below is referred to herein as the “Continuation Period,” which means the time period remaining from the date of Employee’s termination of employment to the end of the remaining term of this Agreement as provided in Section 4 above.  Employee shall have no duty to mitigate any of the damages payable hereunder. The fact that Employee is eligible for retirement, including early retirement, under applicable retirement plans or agreements at the time of Employee’s termination shall not make Employee ineligible to receive benefits under this Section 5(d).

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(i)Salary.  Employee will continue to receive an amount equal to his current salary (the “Continued Salary Payments”), subject to the withholding of all applicable taxes, for the Continuation Period.  For purposes hereof, Employee’s “current salary” shall be the highest rate in effect during the six-month period prior to Employee’s termination of employment.  Employee will receive the Continued Salary Payments on a semi-monthly basis, payable on the fifteenth day and last day of each calendar month, in substantially equal installments, beginning on the earliest such payment date following the date of Employee’s termination of employment.  Notwithstanding the foregoing, the payment of any portion of the Continued Salary Payments that (A) is not exempt from Code Section 409A, and (B) is payable (based on the payment schedule hereinabove) before, or within the six-month period immediately following, the date of Employee’s Section 409A Separation from Service, will be delayed and will be made in a single lump-sum cash payment upon the day after the six-month anniversary of Employee’s Section 409A Separation from Service.

(ii)Bonuses and Incentives.  Employee shall receive cash bonus payments from the Company for each calendar month during the Continuation Period in an amount equal to one-twelfth of the average of the bonuses paid to Employee under the executive bonus program(s) for the two calendar years immediately preceding the year in which his termination of employment occurs (“Average Bonus”).  Employee will receive these payments (the “Average Bonus Payments”) on a semi-monthly basis, payable on the fifteenth day and the last day of each calendar month, in substantially equal installments, beginning on the earliest such payment date following the date of Employee’s termination of employment.  Notwithstanding the foregoing, the payment of any portion of the Average Bonus Payments that (A) is not exempt from Code Section 409A, and (B) is payable (based on the payment schedule hereinabove) before, or within the six-month period immediately following, the date of Employee’s Section 409A Separation from Service, will be delayed and will be made in a single lump-sum cash payment upon the day after the six-month anniversary of Employee’s Section 409A Separation from Service.

 Employee also shall receive a prorated bonus for the year in which Employee’s employment terminates.  Such bonus shall be equal to (A) the Average Bonus multiplied by the number of days Employee worked in the year of his employment termination, (B) divided by 365 days (“Prorated Bonus”).  The Prorated Bonus shall be paid in a lump sum in cash within 30 days after the date of Employee’s termination of employment.  Notwithstanding the foregoing, if the Prorated Bonus (or any portion thereof) is not exempt from Code Section 409A, the Prorated Bonus (or such portion) will be paid in a single lump-sum cash payment upon the day after the six-month anniversary of Employee’s Section 409A Separation from Service.

 Any bonus amounts that Employee 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 Insurance Coverages.  The health insurance benefit coverages, whether self insured or commercially insured by the Company, provided to Employee at Employee’s date of termination shall be continued for and during the Continuation Period by the Company at the same level and in the same manner as if Employee’s employment had not terminated (subject to the customary changes in such coverages upon Employee’s retirement, reaching age 65 or similar events).  Any additional health benefit coverages Employee had at termination, including spousal and/or dependent coverage, will also be continued for and during the Continuation Period on the same terms, to the extent permitted by the applicable policies or contracts.  The expense of all such health insurance benefit coverages shall be paid by the Company and/or Employee in the same respective amounts as each would pay if Employee’s employment had not terminated.  Employee shall pay his portion of such expenses by separate check payable to the Company each month in advance (or in such other manner, such as withholding a portion of monthly payments otherwise payable to Employee hereunder, as the Company may agree).  If the terms of any benefit plan referred to in this subsection do not permit continued participation by Employee, then the Company will arrange for other coverage at its expense providing substantially similar benefits.  Unless Employee has satisfied the eligibility requirements for retiree health coverage under the Company’s retiree medical plan (if any) as of the date of his termination of employment (and enrolled within 30 days after such termination date), the coverages provided for in this subsection shall be applied against and reduce the period for which COBRA benefits will be provided.

(iv)Life and Long-Term Care Insurance Coverages.  The life and long-term care insurance benefit coverages provided to Employee at Employee’s date of termination shall be continued for and during the Continuation Period by the Company at the same level and in the same manner as if Employee’s employment had not terminated (subject to the customary changes in such coverages upon Employee’s retirement, reaching age 65 or similar events).  Any additional life and long-term care coverages Employee had at termination, including spousal and/or dependent coverage, will also be continued for and during the Continuation Period on the same terms, to the extent permitted by the applicable policies or contracts.  The expense of all such life and long-term care benefit coverages shall be paid by the Company and/or Employee in the same respective amounts as each would pay if Employee’s employment had not terminated.  Employee shall pay his portion of such expenses by separate check payable to the Company each month in advance (or in such other manner, such as withholding a portion of monthly payments otherwise payable to Employee hereunder, as the Company may agree).  If the terms of any benefit plan referred to in this subsection do not permit continued participation by Employee, then the Company will arrange for other coverage at its expense providing substantially similar benefits.  If Employee is covered by a split-dollar or similar life insurance program as of the date of termination, the terms of said insurance arrangement will be as provided in the applicable agreement(s) pertaining to said arrangement.

(v)Employee Retirement Plans.  Upon the termination of Employee’s employment, Employee shall no longer actively participate in the tax-qualified employee retirement plans maintained by the Company.However, with respect to any such plans, the Company shall pay to Employee the following amounts:

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(A)Savings Plan Company Match.  The Company shall pay to Employee an amount equal to the dollar amount of matching contributions, if any, that would have been made to Employee’s account(s) under the Interface, Inc. Savings and Investment Plan or any successor Code Section 401(k) plan (the “Savings Plan”) if Employee had continued to actively participate in the Savings Plan and had made deferrals at the maximum permissible level (in effect on the date of his termination of employment) throughout the Continuation Period.

(B)Savings Plan Vesting.  To the extent that Employee is not fully vested under the Savings Plan on the date of his termination of employment, the Company shall pay to him an amount equal to (1) the value of his Savings Plan account on the date of his termination of employment had he been fully vested on such date, minus (2) the actual value of his vested Savings Plan account on such date.

(C)Retirement Plan.  If, at the time of his employment termination, Employee participates in a tax-qualified defined benefit pension plan (note that no such plan exists as of the date of this Agreement), the Company shall pay to Employee an amount equal to the present value on the date of termination of employment (calculated as provided in such tax-qualified pension plan) of the excess of (1) the benefit Employee would have been paid under such plan if Employee had continued to be covered for the Continuation Period (less any amounts Employee would have been required to contribute) and had been fully vested, over (2) the benefit actually payable under such plan.  Such amount shall be calculated, for the period after Employee’s employment termination, on the basis of the compensation payable to Employee under subsections (d)(i) and (ii) above.

(D)Timing of Payment.  All amounts payable pursuant to this clause (v) shall be paid to Employee, or, if applicable, Employee’s spouse, estate or other beneficiary, in one lump-sum cash payment within 30 days after the date of Employee’s termination of employment, with any portion of such amount that is not exempt from Code Section 409A to be paid upon the day after the six-month anniversary of Employee’s Section 409A Separation from Service.

   (E)   Salary Continuation Agreement.  For the avoidance of doubt, from and after Employee’s date of termination, Employee shall continue to be covered by, and entitled to the benefits under, Employee’s Salary Continuation Agreement dated as of October 1, 2002 (as amended by the parties on September 29, 2006 and as may hereafter be amended), payable in accordance with the terms of said agreement.

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(vi)Stock Awards.

 (A)   Stock Options.  As of Employee’s date of termination, all outstanding stock options granted to Employee under the Interface, Inc. Omnibus Stock Incentive Plan (Amended and Restated effective February 22, 2006), the Interface, Inc. Omnibus Stock Incentive Plan (dated January 20, 1997), and the Interface, Inc. Key Employee Stock Option Plan (1993), and any similar plan(s) in effect at the time of Employee’s termination of employment(collectively, the “Stock Plans”), shall become 100% vested and thus immediately exercisable.  To the extent inconsistent with this immediate vesting requirement, the provisions of this clause (vi) shall constitute an amendment of Employee’s stock option agreements under the Stock Plans.

 (B)   Restricted Stock, etc.  In addition, but only to the extent expressly provided in any restricted stock or other award agreement associated with a Stock Plan, restrictions on all shares of restricted stock (and other performance shares, performance units or deferred shares) awarded to Employee under the Stock Plans shall lapse, and the affected shares shall become 100% vested.

(vii)Cessation Upon Death.  The continuation benefits payable or to be provided under clauses (i), (ii), (iii), (iv) and (v) of this Section 5(d) shall cease in the event of Employee’s death.  (The foregoing shall not operate or be construed to negate the benefits payable to Employee and Employee’s estate under the plans and policies referenced in clauses (iii), (iv) and (v) of this Section 5(d) or under any other plans and policies referenced in this Agreement.  Furthermore, in the event of Employee’s death following a Change in Control, the provisions of Section 7(c)(iv) shall govern.)

(viii)Additional Consideration.  To be entitled to receive the foregoing compensation, Employee shall sign such additional release of claims, confidentiality agreements and other documents the Company may reasonably request of Employee at the time of payment; and, for so long as Employee is entitled to the benefits of such compensation, Employee shall cooperate fully with and devote Employee’s reasonable best efforts to providing assistance requested by the Company.  Such assistance shall not require Employee to be active in the Company’s day-to-day activities or engage in any substantial travel, and Employee shall be reimbursed for all reasonable and necessary out-of-pocket business expenses incurred in providing such assistance. Any reimbursements made pursuant to the preceding sentence shall be made as soon as practicable, but not later than 30 days after Employee submits evidence of such expenses to the Company.

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6.Effect of Other Termination Events.  If Employee is terminated for Cause prior to the end of the term of this Agreement, then Employee 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 Employee through Employee’s last day of employment.  If Employee voluntarily resigns from employment (other than a Separation from Service for Good Reason, as defined in Section 7(a)(iv) below), then Employee shall be entitled to an amount equal to: (a) Employee’s salary, reimbursable expenses and other amounts as may be due Employee through the last day of Employee’s employment, and (b) the annual bonus for the calendar year in which Employee’s employment terminates, prorated through the last day of Employee’s employment (the amount of such bonus to be determined by the Company based on the audited year-end financial results of the Company).  If Employee’s employment is terminated due to Employee’s disability (as defined in the Company’s long-term disability plan or insurance policy) or death, Employee shall be entitled to the amounts described in the preceding sentence, as well as any amounts that may be due under the Company’s short and long-term disability plans or, in the case of death, the Company’s life insurance payment policy or plan in effect for employees of Employee’s level or pursuant to the terms of any separate agreement concerning split-dollar or similar life insurance; provided, Employee or Employee’s estate, as the case may be, shall not by operation of this provision forfeit any rights in which Employee is vested (or becomes vested) at the time of Employee’s disability or death (including, without limitation, the rights and benefits provided under the Stock Plans, Employee’s Salary Continuation Agreement or other applicable retirement plans).

Employee or, if appropriate, Employee’s spouse, estate or other beneficiary (as applicable) shall receive the amounts due under the first sentence of this Section 6 and clause (a) of the second sentence of this Section 6 in a single lump-sum cash payment within 30 days after the date of Employee’s termination of employment.

Employee or, if appropriate, Employee’s spouse, estate or other beneficiary, shall receive the amounts due under clause (b) of the second sentence of this Section 6 in a single lump-sum cash payment between January 1 and March 15, inclusive, of the calendar year immediately following the calendar year in which his employment terminates under this Section 6.

7.Change in Control.

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

(i)“Cause” shall mean, with respect to any Section 409A Separation from Service following a Change in Control:  (A) an act that constitutes, on the part of Employee, fraud, dishonesty, gross negligence or willful misconduct and which directly results in injury to the Company, or (B) Employee’s conviction of a felony or other crime involving moral turpitude.  A termination of Employee for Cause based on clause (A) of the preceding sentence shall take effect 30 days after the Company gives written notice of such termination to Employee specifying the conduct deemed to qualify as Cause, unless Employee 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 (B) above shall take effect immediately upon the Company’s delivery of the termination notice.

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(ii)“Change in Control” shall mean a change of ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of Code Section 409A and guidance issued thereunder.  As a general overview, Code Section 409A defines “change in control” as any of the following:

(A)Change in the Ownership of the Company.  A change in ownership of the Company occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock then held by such person or group constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company.  However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Company or to cause a change in the effective control of the Company.  An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this clause (A).  This clause (A) applies only when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock in the Companyremains outstanding after the transaction.

(B)Change in the Effective Control of the Company.  A change in the effective control of the Company will occur on either of the following dates:

(1)The date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company; or

(2)The date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board before the date of the appointment or election.

(C)Change in the Ownership of a Substantial Portion of the Company’s Assets.  A change in the ownership of a substantial portion of the Company’s assets occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions.

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(iii)“Involuntary Separation from Service” (and “Involuntarily Separated from Service” and other similar terms) shall mean a Section 409A Separation from Service brought about as a direct result of the independent exercise of the unilateral authority of the Company to terminate Employee’s services (other than at Employee’s request) at a time when Employee is willing and able to continue services, for any reason other than for Cause.

    (iv)“Separation from Service for Good Reason” (and “Separates from Service for Good Reason” and other similar terms) shall mean a Section 409A Separation from Service that is voluntary on the part of Employee and that occurs within two years after the initial existence of one or more of the following conditions that occur without Employee’s consent, to the extent that there is, or would be if not corrected, a material negative change in Employee’s employment relationship with the Company:

(A)A material reduction of Employee’s responsibilities, title or status resulting from a formal change in such title or status, or from the assignment to Employee of any duties inconsistent with Employee’s title, duties or responsibilities in effect within the year prior to the Change in Control;

(B)A material reduction in Employee’s compensation or benefits (a reduction in value of five percent or more will be deemed material, however, whether a reduction of less than five percent is or is not material will be determined at the time of such reduction based on all of the facts and circumstances at that time); or

(C)A Company-required, material, involuntary relocation of Employee’s place of residence or a material increase in Employee’s travel requirements (such a relocation outside of the city of Atlanta and the five core counties (Fulton, Dekalb, Gwinnett, Cobb and Clayton) comprising the metropolitan Atlanta, Georgia area will be deemed material, however, whether such a relocation within the metropolitan Atlanta area (as described above) is or is not material will be determined at the time of such relocation based on all of the facts and circumstances at that time).

   In order to Separate from Service for Good Reason hereunder, Employee must provide notice to the Company of the existence of one of the above conditions within 90 days of the initial existence of the condition, and such termination for Good Reason shall not take effect unless the Company does not cure the condition within 30 days of such notice.

(b)Vesting Upon Change in Control.  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 Employee 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 Employee under the Stock Plans shall lapse, and such shares and awards shall become 100% vested and immediately payable to Employee.  To the extent inconsistent with this immediate vesting requirement, the provisions of this subsection (b) shall constitute an amendment of Employee’s stock option agreements, restricted stock agreements and other award agreements issued under the Stock Plans.

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(c)Certain Separations from Service within 24 Months Following a Change in Control.  If a Change in Control occurs during the term of this Agreement and, within 24 months following the date of such Change in Control, Employee is Involuntarily Separated from Service or Separates from Service for Good Reason, Employee shall be entitled to all of the benefits described in clauses (i) through (v) of Section 5(d) of this Agreement, for a period of 24 months following Employee’s termination of employment, with the following modifications:

(i)Salary.  Instead of the Continued Salary Payments described in Section 5(d)(i) of this Agreement, Employee shall receive an amount equal to (A) the amount of such Continued Salary Payments payable during each month (B) multiplied by 24.  Such amount shall be paid to Employee in a lump-sum payment in cash (without discounting or any other adjustment for the time value of money) within 30 days after the date of Employee’s Section 409A Separation from Service.

(ii)Bonuses and Incentives.  Instead of the Average Bonus Payments described in Section 5(d)(ii) of this Agreement, Employee shall receive an amount equal to (A) the amount of such Average Bonus Payments payable each month (B) multiplied by 24.  Such amount shall be paid to Employee in a lump-sum payment in cash (without discounting or any other adjustment for the time value of money) within 30 days after the date of Employee’s Section 409A Separation from Service.  This Section 7(c)(ii) shall not affect any other provision of Section 5(d)(ii), including, without limitation, the terms of such provision relating to the Prorated Bonus.

(iii)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 Employee, 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 Stock Plan or salary continuation agreement), or similar right (a “Payment” or “Payment(s)”), 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 Employee 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) Employee 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.

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(B)An initial determination as to whether a Gross-Up Payment is required pursuant to this subsection (c)(iii) and the amount of such Gross-Up Payment shall be made by an accounting firm selected by the Company, and reasonably acceptable to Employee, which is then designated as one of the four largest accounting firms in the United States (the “Accounting Firm”).  The Company shall cause the Accounting Firm to provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and Employee, as promptly as practicable after such calculation is requested by the Company or by Employee with respect to any Payment(s), and if the Accounting Firm determines that no Excise Tax is payable by Employee with respect to such Payment(s), the Company shall cause it to furnish Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to any such Payment(s).  Within 15 days of the delivery of the Determination to Employee, Employee shall have the right to dispute the Determination (the “Dispute”).  The Gross-Up Payment, if any, as determined pursuant to this subsection (c)(iii) shall be paid by the Company to Employee 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 Employee 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 Employee, subject to the application of Section 7(c)(iii)(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:  (1) upon notice (formal or informal) to Employee from any governmental taxing authority that the tax liability of Employee (whether in respect of the then current taxable year of Employee or in respect of any prior taxable year of Employee) may be increased by reason of the imposition of the Excise Tax on any Payment(s) with respect to which the Company has failed to make a sufficient Gross-Up Payment, (2) upon a determination by a court, (3) 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 (4) upon the resolution to the satisfaction of Employee of his Dispute.  If any Underpayment occurs, Employee shall promptly notify the Company, and the Company shall pay to Employee within 15 days of the date the Underpayment is deemed to have occurred under clauses (1), (2), (3) or (4) above, but in no event less than five 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.

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        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 Employee had previously received a Gross-Up Payment.  A Final  Determination shall be deemed to have occurred when Employee 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 (1) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds Employee 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 (2) the statute of limitations with respect to Employee’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 Employee, and Employee 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 Employee until the date of repayment to the Company.

(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 subsection (c)(iii).

(E)Employee 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 Employee, 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 subsection (c)(iii)(B) hereof.

(F)The fees and expenses of the Accounting Firm for its services in connection with the Determination and calculations contemplated by subsection (c)(iii)(B) hereof shall be paid by the Company.  Any payments made pursuant to the preceding sentence shall be made as soon as practicable, but not later than 30 days after Employee submits evidence of such expenses to the Company.

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(iv)Employee’s Death.  In the event Employee shall die within 24 months following a Change in Control, all amounts and benefits which would have been payable or due to Employee if Employee had continued to live (including, in the event Employee dies after being Involuntarily Separated from Service or after having Separated from Service for Good Reason, the amounts and benefits described in Section 7 hereof) shall be paid and provided in accordance with the terms of this Agreement to the executors, administrators, heirs or personal representatives of Employee’s estate.

8.Compensation and Benefits.  During the term of Employee’s employment with the Company hereunder:

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

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

(c)Short-Term Disability Benefits.  For purposes of this subsection (c), “Disability” and “Disabled” shall mean Employee’s inability, as a result of physical or mental incapacity, to substantially perform Employee’s duties for the Company on a full-time basis for a continuous period of six months.  Upon the Company being made aware of Employee’s Disability, Employee shall be entitled to receive, for a period of six months (the “Short-Term Disability Period”), the following:

(i)           Salary Continuation.  An amount equal to his current salary (subject to withholding of all applicable taxes) for the shorter of (A) his Short-Term Disability Period, or (B) the period he remains Disabled.  For purposes hereof, Employee’s “current salary” shall be the rate in effect on the day immediately prior to the date upon which the Company is made aware of Employee’s Disability.  Employee will receive such salary payments in accordance with the Company’s normal executive payroll processes.

(ii)           Bonus and Incentives.  Employee shall continue to participate in each applicable bonus and incentive plan of the Company during the Short-Term Disability Period.  Employee will receive bonus and incentive payments, if any, in accordance with the normal processes and timing for payment of such amounts to executives who are actively at work.

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

9.Restrictive Covenants.

(a)Definitions.  In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them as set forth below.

(i)“Company” shall mean, for the purposes of, and as used in, this Section 9, Interface, Inc. and its direct and indirect subsidiaries and affiliated entities throughout the world.

(ii)“Confidential Information” shall mean information relating to the 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 patterns), customer purchasing practices and preferences, compilations (including compilations of customer information), programs (including computer programs and models), devices (including carpet 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 termination of Employee’s employment.

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

(iv)“Products” shall mean carpet tile, modular carpet, broadloom carpet (whether 12-foot, six-foot or other competitive widths) and resilient textile flooring for contract, commercial, institutional (including, but not limited to, government and education), and residential markets and customers.

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(v)“Services” shall mean the services Employee shall provide as a Company employee, and that Employee 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 (A) provide consultation and advice with respect to the conduct of the business of designing, developing, manufacturing, purchasing for resale, marketing, selling, distributing, installing, maintaining and reclaiming Products, including (1) development of overall business strategy, (2) planning for expansion of the business, including expansion through mergers, acquisitions, joint ventures and other combinations, alliances and affiliations, and (3) developing and maintaining relationships with principal Customers and Suppliers; and (B) serving as a representative and a spokesman for the Company with its various constituents, including employees, customers, suppliers, shareholders and the investment community, in regard to the Company’s environmental and sustainable business initiatives.  Employee acknowledges that he has been informed of and had an opportunity to discuss with the Company the specific activities Employee will perform as Services and that Employee understands the scope of the activities constituting Services.

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

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

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

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

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

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

(f)Non-solicitation of Company Employees.  During employment with the Company and for two years after the termination for any reason of Employee’s employment, Employee 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 Employee’s employment, a Company employee.

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

(h)Disparagement.  Employee shall not at any time make false or misleading statements about the 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 Employee’s employment, Employee 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 the Company with such employer’s name and a description of the services Employee will provide to such employer.

(j)Work For Hire Acknowledgment; Assignment.  Employee acknowledges that Employee’s work on and contributions to documents, programs, and other expressions in any tangible medium (collectively, “Works”) are within the scope of Employee’s employment and part of Employee’s duties and responsibilities.  Employee’s work on and contributions to the Works will be rendered and made by Employee for, at the instigation of, and under the overall direction of, the 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, Employee assigns, grants, and delivers exclusively to the Company all rights, titles, and interests in and to any such Works, and all copies and versions, including all copyrights and renewals.  Employee will execute and deliver to the Company, its successors and assigns, any assignments and documents the 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 Employee constitutes and appoints the Company as Employee’s agent to execute and deliver any assignments or related documents Employee fails or refuses promptly to execute and deliver, this power and agency being coupled with an interest and being irrevocable.

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(k)Inventions, Ideas and Patents.  Employee shall disclose promptly to the Company (which shall receive it in confidence), and only to the Company, any invention or idea of Employee (developed alone or with others) conceived or made during Employee’s employment by the Company or within six months of the date of expiration of this Agreement or termination of employment.  Employee assigns to the Company any such invention or idea in any way connected with Employee’s employment with the Company or related to the Company’s business, research or development, or demonstrably anticipated research or development, and will cooperate with the Company and sign all documents deemed necessary by the Company to enable it to obtain, maintain, protect and defend patents covering such inventions and ideas and to confirm the Company’s exclusive ownership of all rights in such inventions, ideas and patents. Employee irrevocably appoints the Company as Employee’s agent to execute and deliver any assignments or related documents Employee fails or refuses to execute and deliver promptly, this power and agency being coupled with an interest and being irrevocable. This constitutes the Company’s written notification that this assignment does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (i) the invention relates (A) directly to the business of the Company or (B) to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Employee for the Company.

(l)           Survival of Provisions.  Upon termination of Employee’s employment for any reason whatsoever (whether voluntary on the part of Employee, for Cause, or other reasons), the obligations of Employee pursuant to this Section 9 shall survive and remain in effect.

(m)           Injunctive Relief.  Employee acknowledges that any breach of the terms of this Section 9 would result in material damage to the Company, although it might be difficult to establish the monetary value of the damage.  Employee 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 Employee, or threatened breach which the Company in good faith believes will or is likely to result in irreparable harm to the Company.

10.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.  Employee 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 Employee might otherwise have to jurisdiction and venue in such courts in the event either court is requested to resolve a dispute between the parties.

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11.Dispute Resolution; Expenses.  All claims by Employee for any unpaid compensation and benefits under this Agreement shall be directed to the Board and shall be in writing. Any denial by the Board of a claim for compensation or benefits under this Agreement shall be delivered to Employee 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 Employee for a review of a decision denying a claim and shall further allow Employee to appeal to the Board a decision of the Board within 60 days after notification by the Board that Employee’s claim has been denied.  In the event Employee 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 litigation, settlement, arbitration, mediation or otherwise, the Company shall pay or reimburse Employee’s reasonable legal fees and expenses incurred in enforcing this Agreement.  Except to the extent provided in the preceding sentence, each party shall pay his or its own legal fees and other expenses associated with any dispute. Any of Employee’s legal fees or expenses to be paid by the Company shall be paid as soon as practicable, but not later than 30 days after Employee submits evidence of such expenses to the Company.

12.Code Section 409A.  This Agreement is intended to comply with the requirements of Code Section 409A and shall be construed accordingly.  Any payments or distributions to be made to Employee under this Agreement upon a separation from service of amounts classified as “nonqualified deferred compensation” for purposes of Code Section 409A, and not exempt from Code Section 409A, shall in no event be made or commence until six months after Employee’s Section 409A Separation from Service.  Any reference to a payment being exempt (or not exempt) from Code Section 409A refers to any applicable exemption available under Section 409A, including, without limitation, the short-term deferral rule and severance pay exemptions as provided in Code Section 409A and the Treasury Regulations.  Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Code Section 409A.  Where this Agreement provides that a payment will be made upon a specified date or during a specified period, such date or period, as required by Code Section 409(A), but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, will be the Code Section 409A “payment date” or “payment period”, and actual payment will be made no later than the latest date permitted under Code Section 409A and the regulations thereunder (generally, by the later of the end of the calendar year in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs).  To the extent that any payments made pursuant to this Agreement are reimbursements exempt from Code Section 409A, the amount of such payments during any calendar year shall not affect the benefits provided in any other calendar year, and the right to any such payments shall not be subject to liquidation or exchange for another benefit or payment.  As required by Code Section 409A, but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, the payment date for any reimbursements shall in no event be later than the last day of the calendar year immediately following the calendar year in which the reimbursed expense was incurred or, for purposes of Sections 7(c)(iii)(B) and (C) above, the calendar year in which the Excise Tax must be remitted to the applicable governmental taxing authority.

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13.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 (a) upon actual receipt if delivered in person or by facsimile transmission with receipt confirmation, (b) 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 (c) 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.: 770-437-6887

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 Employee:                        Ray C. Anderson

at the last address and fax number

shown on the records of the Company

Employee 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.

14.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.

15.Binding Effect; Assignment.  This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns, and Employee and his heirs and personal representatives, 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 shall this Agreement or any right hereunder be subject to alienation, anticipation, sale, pledge, encumbrance, execution, levy or other legal process of any kind against Employee, Employee’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 and provide evidence of same to Employee.

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16.Nature of Obligation.  The agreement of the Company (or its successor) to make payments to Employee hereunder shall represent the unsecured obligation of the Company (and its successor), except to the extent (a) the terms of any other agreement, plan or arrangement pertaining to the parties provide for funding, or (b) 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.

17.Entire Agreement.  This Agreement supersedes all prior discussions and agreements between the parties (including, without limitation, the Prior Agreements) and constitutes the sole and entire agreement between the Company and Employee 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 and the fact that it is modifying or amending this Agreement.

18.Preservation of Benefits.  Nothing in this Agreement shall limit or replace the compensation or benefits payable to Employee, or otherwise affect Employee’s rights, under any other benefit plan, program or agreement in which Employee participates or to which Employee is a party.

19.Severability.  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.

20.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 Employee has hereunder set his hand, as of the date first above written.

INTERFACE, INC.

By: /s/ Daniel T. Hendrix                           

            Daniel T. Hendrix

President and CEO

Attest:  /s/ Raymond S. Willoch                  

                  Raymond S. Willoch

Secretary

EMPLOYEE:

/s/ Ray C. Anderson                                     

      Ray C. Anderson

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