Exhibit 99.2

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.

(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.

(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.

(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.

(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 terminated. For purposes hereof, Executive’s “current salary” shall be the highest rate in effect during the six-month period prior to Executive’s termination.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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