Contents:
Stock Incentive Plan
Amendment to Stock Incentive Plan
 
 
 
                               (JANUARY 20, 1997)
 
 
                                 INTERFACE, INC.
                          OMNIBUS STOCK INCENTIVE PLAN
 
                                TABLE OF CONTENTS
 
 
<TABLE>
 
<S>      <C>                                                                                                     <C>
1.       Purpose..................................................................................................1
 
2.       Definitions..............................................................................................1
 
3.       Shares Available Under this Plan.........................................................................4
 
4.       Administration of this Plan..............................................................................4
 
5.       Stock Options............................................................................................4
 
6.       Stock Appreciation Rights................................................................................6
 
7.       Restricted Shares........................................................................................7
 
8.       Deferred Shares..........................................................................................8
 
9.       Performance Shares and Performance Units.................................................................9
 
10.      Transferability.........................................................................................10
 
11.      Adjustments.............................................................................................11
 
12.      Fractional Shares.......................................................................................11
 
13.      Withholding Taxes.......................................................................................11
 
14.      Certain Termination Events, Hardship and
         Approved Leaves of Absence..............................................................................12
 
15.      Foreign Employees.......................................................................................12
 
16.      Amendments and Other Matters............................................................................12
 
17.      Effective Date and Shareholder Approval.................................................................13
 
18.      Regulation and Other Approvals..........................................................................13
 
19.      Deferral................................................................................................14
 
20.      Termination.............................................................................................14
</TABLE>
 
 
 
 
 
<PAGE>   3
 
 
 
                                 INTERFACE, INC.
 
                          OMNIBUS STOCK INCENTIVE PLAN
 
 
         1.       PURPOSE.  The purpose of this Plan is to attract and retain 
key employees and directors for Interface, Inc. (the "Company") and its
subsidiaries and to provide such persons with incentives and rewards for
superior performance.
 
         2.       DEFINITIONS.  As used in this Plan, the following terms shall
be defined as set forth below:
 
                  "AWARD" means any Appreciation Right, Deferred Share,
Restricted Share, Stock Option, Performance Share or Performance Unit.
 
                  "BASE PRICE" means the price to be used as the basis for
determining the Spread upon the exercise of a Freestanding Stock Appreciation
Right.
 
                  "BOARD" means the Board of Directors of the Company.
 
                  "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.
 
                  "COMMITTEE" means the committee described in Section 4 of this
Plan.
 
                  "COMPANY" means Interface, Inc., a Georgia corporation, or any
successor corporation.
 
                  "DEFERRAL PERIOD" means the period of time during which
Deferred Shares are subject to deferral limitations under Section 8 of this
Plan.
 
                  "DEFERRED SHARES" means an award pursuant to Section 8 of this
Plan of the right to receive Shares at the end of a specified Deferral Period.
 
                  "EMPLOYEE" means any person, including an officer, employed by
the Company or a Subsidiary.
 
                  "EXERCISE PRICE" means the purchase price payable upon the
exercise of a Stock Option.
 
                  "FAIR MARKET VALUE" means the fair market value of the Shares
which, unless otherwise specified by the Committee with respect to any Award,
shall be determined, for any valuation date, as the closing price of the Class A
Shares on Nasdaq (or, if the Class A Shares are not traded on Nasdaq, such other
national exchange on which the Class A Shares are traded).
 
 
<PAGE>   4
 
For purposes hereof, the closing price on the applicable valuation date shall be
used; provided, however, if the Class A Shares are not traded on such valuation
date, the closing price on the immediately preceding trading date for the Class
A Shares shall be used.
 
                  "FREESTANDING STOCK APPRECIATION RIGHT" means a Stock
Appreciation Right granted pursuant to Section 6 of this Plan that is not
granted in tandem with a Stock Option or similar right.
 
                  "GRANT DATE" means the date specified by the Committee on
which a grant of an Award shall become effective, which shall not be earlier
than the date on which the Committee takes action with respect thereto.
 
                  "INCENTIVE STOCK OPTIONS" means any Stock Option that is
intended to qualify as an "incentive stock option" under Section 422 of the Code
or any successor provision.
 
                  "NONQUALIFIED STOCK OPTION" means any Stock Option that is not
intended to qualify as an Incentive Stock Option.
 
                  "OPTIONEE" means the person so designated in an agreement
evidencing an outstanding Stock Option.
 
                  "OUTSIDE DIRECTOR" means a member of the Board who is not an
Employee.
 
                  "PARTICIPANT" means an Employee or Outside Director, or any
consultant, outside director of a Subsidiary or independent contractor
performing bona fide services for the Company or a Subsidiary, who is selected
by the Committee to receive benefits under this Plan, provided, however, that
only Employees shall be eligible to receive grants of Incentive Stock Options.
 
                  "PERFORMANCE OBJECTIVES" means the objectives established
pursuant to this Plan for Participants who have received Awards of Performance
Shares or Performance Units or, when so determined by the Committee, Deferred
Shares or Restricted Shares. Performance Objectives may be described in terms of
Company-wide objectives, or objectives that are related to the performance of
the individual Participant or of the Subsidiary, division, department or
function within the Company in which the Participant is employed. The
Performance Objectives applicable to Awards intended to qualify as
"performance-based compensation" under Section 162(m) of the Code shall be
selected from among the following measures: return on equity, earnings per
share, total earnings, earnings growth, return on capital, return on assets,
economic value added ("EVA"), sales growth, waste reduction, increase in the
Fair Market Value of the Shares, or any combination thereof. The Award agreement
may provide that if the Committee determines that a change in the business,
operations, corporate structure or capital structure of the Company, an
acquisition or divestiture, or other events or circumstances render the
specified Performance Objectives unsuitable or unfair, the Committee may modify
such Performance Objectives or the related minimum acceptable level of
achievement, in whole or in part, as the Committee deems appropriate and
 
                                      2
<PAGE>   5
 
equitable. For Employees subject to the restrictions of Code Section 162(m),
such changes shall be made in a manner consistent with Code Section 162(m).
 
                  "PERFORMANCE PERIOD" means a period of time established under
Section 9 of this Plan within which the Performance Objectives relating to
Performance Shares, Performance Units, Deferred Shares or Restricted Shares are
to be achieved.
 
                  "PERFORMANCE SHARE" means a bookkeeping entry that records the
equivalent of one Share awarded pursuant to Section 9 of this Plan.
 
                  "PERFORMANCE UNIT" means a bookkeeping entry that records a
unit equivalent to $1.00 awarded pursuant to Section 9 of this Plan.
 
                  "PREDECESSOR PLANS" means the Interface, Inc. Key Employee
Stock Option Plan (1993) and the Interface, Inc. Offshore Stock Option Plan,
which have been terminated (as to new grants) as of the effective date of this
Plan specified in Section 17.
 
                  "RESTRICTED SHARES" means Shares granted under Section 7 of
this Plan subject to a substantial risk of forfeiture.
 
                  "SHARES" means shares of the Class A or Class B common stock
of the Company, $.10 par value per share, or any security into which Shares may
be converted by reason of any transaction or event of the type referred to in
Section 11 of this Plan. Each Award granted under this Plan shall specify
whether it relates to Class A Shares, Class B Shares, or a combination thereof.
 
                  "SPREAD" means, in the case of a Freestanding Stock
Appreciation Right, the amount by which the Fair Market Value on the date when
any such right is exercised exceeds the Base Price specified in such right or,
in the case of a Tandem Stock Appreciation Right, the amount by which the Fair
Market Value on the date when any such right is exercised exceeds the Exercise
Price specified in the related Stock Option.
 
                  "STOCK APPRECIATION RIGHT" means a right granted under Section
6 of this Plan, including a Freestanding Stock Appreciation Right or a Tandem
Stock Appreciation Right.
 
                  "STOCK OPTION" means a right to purchase Shares granted under
Section 5 of this Plan.
 
                  "SUBSIDIARY" means either: (i) a corporation of which more
than 50 percent of the outstanding shares or securities (representing the right
to vote for the election of directors) are now or hereafter owned or controlled,
directly or indirectly, by the Company, or (ii) a noncorporate entity which does
not have outstanding shares or securities (as may be the case in a partnership,
joint venture or unincorporated association), but of which more than 50 percent
of the ownership interests (representing the right generally to make decisions
for such other entity) are now or hereafter owned
 
                                        3
 
<PAGE>   6
 
or controlled, directly or indirectly, by the Company; provided, however, for
purposes of determining whether any person may be a Participant for purposes of
any grant of Incentive Stock Options, "Subsidiary" means any corporation in
which the Company owns or controls, directly or indirectly, more than 50 percent
of the total combined voting power represented by all classes of stock issued by
such corporation and outstanding at the time of such grant.
 
                  "TANDEM STOCK APPRECIATION RIGHT" means a Stock Appreciation
Right that is granted pursuant to Section 6 of this Plan in tandem with a Stock
Option or any similar right granted under any other plan of the Company.
 
         3.       SHARES AVAILABLE UNDER THIS PLAN. Subject to adjustment as 
provided in Section 11 of this Plan, the number of Shares that may be issued or
transferred under this Plan shall not in the aggregate exceed the sum of (a)
1,800,000 Shares not previously authorized for issuance under any plan, plus (b)
(i) the number of Shares subject to outstanding stock options granted under the
Predecessor Plans, minus (ii) the number of Shares issued on or after the
effective date hereof pursuant to the exercise of such outstanding stock options
granted under the Predecessor Plans. The (w) Shares subject to any unexercised
portion of terminated Stock Options, (x) Shares subject to any unexercised
portion of terminated stock options that were outstanding under the Predecessor
Plans on the effective date hereof, (y) Shares forfeited under this Plan and
Shares withheld in payment of the Exercise Price or withholding taxes, and (z)
Shares subject to any terminated or surrendered Awards as to which no
Participant has received any payment or other benefit of ownership, may again be
subject to new Awards under this Plan. Such Shares may be Shares of original
issuance, Shares held in treasury, or Shares that have been reacquired by the
Company. No Participant may receive Awards representing more than 500,000 Shares
in any one calendar year. In addition, the maximum number of Performance Units
that may be granted to a Participant in any one calendar year is 1,000,000.
 
         4.       ADMINISTRATION OF THIS PLAN.
 
         (a)      This Plan shall be administered by one or more committees 
appointed by the Board.
 
         (b)      The interpretation and construction by the Committee of any
provision of this Plan or of any agreement or document evidencing the grant of
any Award, and any determination by the Committee pursuant to any provision of
this Plan or any such agreement, notification or document, shall be final and
conclusive. No member of the Committee shall be liable to any person for any
such action taken or determination made in good faith.
 
         5.       STOCK OPTIONS.  The Committee may from time to time authorize
grants to Participants of Stock Options to purchase Shares upon such terms and
conditions as the Committee may determine in accordance with the following
provisions:
 
         (a)      Each grant shall specify the number of Shares to which it 
pertains.
 
 
                                        4
 
<PAGE>   7
 
 
         (b)      Each grant shall specify an Exercise Price per Share; 
provided, however, the Exercise Price per Share for any Incentive Stock Option
shall be equal to or greater than the Fair Market Value (110 percent of Fair
Market Value for any 10-percent shareholder, within the meaning of Section 422
of the Code) on the Grant Date.
 
         (c)      The form of consideration to be paid in satisfaction of the
Exercise Price and the manner of payment of such consideration may be (i) cash
in the form of currency, check or other cash equivalent acceptable to the
Company; (ii) nonforfeitable, unrestricted Shares that have been owned by the
Optionee for at least six months and have a value at the time of exercise that
is equal to the Exercise Price, (iii) any other legal consideration that the
Committee may deem appropriate and may specify in a grant, including, without
limitation, any form of consideration authorized under Section 5(d) below, on
such basis as the Committee may determine in accordance with this Plan, or (iv)
any combination of the foregoing.
 
         (d)      On or after the Grant Date of any Stock Option other than an
Incentive Stock Option, the Committee may determine that payment of the Exercise
Price may also be made in whole or in part in the form of Restricted Shares or
other Shares that are subject to risk of forfeiture or restrictions on transfer.
Unless otherwise determined by the Committee, whenever any Exercise Price is
paid in whole or in part by means of any of the forms of consideration specified
in this Section 5(d), the Shares received by the Optionee upon the exercise of
the Stock Options shall be subject to the same risks of forfeiture or
restrictions on transfer as those that applied to the consideration surrendered
by the Optionee; provided, however, such risks of forfeiture and restrictions on
transfer shall apply only to the same number of Shares received by the Optionee
as applied to the forfeitable or restricted Shares surrendered by the Optionee.
 
         (e)      On or after the Grant Date of any Stock Option, the Committee
may provide for the automatic grant to the Optionee of a "reload" Stock Option
in the event the Optionee surrenders Shares in satisfaction of the Exercise
Price upon the exercise of a Stock Option as authorized under Sections 5(c) and
(d) above. Each reload Stock Option shall pertain to a number of Shares equal to
the number of Shares utilized by the Optionee to exercise the original Stock
Option. Each reload Stock Option shall have an exercise price equal to Fair
Market Value on the date it is granted and shall expire on the stated expiration
date of the original Stock Option.
 
         (f)      Each Stock Option grant shall specify the period of continuous
employment or service of the Optionee with the Company or any Subsidiary (or, in
the case of an Outside Director, service on the Board) that is necessary before
the Stock Option or installments thereof shall become exercisable, and any grant
may provide for the earlier exercise of such rights in the event of a change in
control of the Company (as defined in the agreement evidencing the Stock Option)
or other similar transaction or event.
 
         (g)      Stock Options granted under this Plan may be Incentive Stock
Options, Nonqualified Stock Options or a combination of the foregoing; provided,
however, only Nonqualified Stock Options may be granted to Outside Directors or
other non-Employee Participants. Each grant shall
 
 
                                        5
 
<PAGE>   8
 
 
 
specify whether (or the extent to which) the Stock Option is an Incentive Stock
Option or a Nonqualified Stock Option. Notwithstanding any such designation, to
the extent that the aggregate Fair Market Value (determined as of the Grant
Date) of the Shares with respect to which Stock Options designated as Incentive
Stock Options are exercisable for the first time by an Optionee during any
calendar year (under all plans of the Company) exceeds $100,000, such Stock
Options shall be treated as Nonqualified Stock Options.
 
         (h)      No Stock Option granted under this Plan may be exercised more
than 10 years from the Grant Date.
 
         (i)      Each Stock Option grant shall be evidenced by an agreement
executed on behalf of the Company by a senior officer (vice president level or
higher) thereof and delivered to and accepted by the Optionee, and containing
such terms and provisions as the Committee may determine, consistent with this
Plan. Unless the Committee specifies other terms consistent with the provisions
of this Plan, the terms of any Stock Option shall be substantially the same as
set forth in the sample Incentive Stock Option Agreement attached hereto as
Exhibit A.
 
         6.       STOCK APPRECIATION RIGHTS. The Committee may also authorize 
grants to Participants of Stock Appreciation Rights. A Stock Appreciation Right
is the right of the Participant to receive from the Company an amount, which
shall be determined by the Committee, expressed as a percentage (not exceeding
100 percent) of the Spread at the time of the exercise of such right. Any grant
of Stock Appreciation Rights under this Plan shall be upon such terms and
conditions as the Committee may determine in accordance with the following
provisions:
 
         (a)      Any grant may specify that the amount payable upon the 
exercise of a Stock Appreciation Right may be paid by the Company in cash,
Shares, or a combination thereof, and may either (i) grant to the Participant or
reserve to the Committee the right to elect among those alternatives, or (ii)
preclude the right of the Participant to receive and the Company to issue Shares
or other equity securities in lieu of cash.
 
         (b)      Any grant may specify that the amount payable upon the 
exercise of a Stock Appreciation Right shall not exceed a maximum specified by
the Committee on the Grant Date.
 
         (c)      Any grant may specify (i) a waiting period or periods before 
Stock Appreciation Rights shall become exercisable, and (ii) permissible dates
or periods on or during which Stock Appreciation Rights shall be exercisable.
 
         (d)      Any grant may specify that a Stock Appreciation Right may be
exercised only in the event of a change in control of the Company (as defined in
the agreement evidencing the Stock Appreciation Right) or other similar
transaction or event.
 
 
                                        6
 
<PAGE>   9
 
         (e)      On or after the Grant Date of any Stock Appreciation Rights, 
the Committee may provide for the payment to the Participant of dividend
equivalents thereon, in cash or Shares, and on a current, deferred or contingent
basis.
 
         (f)      Each grant shall be evidenced by an agreement executed on 
behalf of the Company by a senior officer (vice president level or higher)
thereof and delivered to and accepted by the Optionee, which shall describe the
subject Stock Appreciation Rights, identify any related Stock Options, state
that the Stock Appreciation Rights are subject to all of the terms and
conditions of this Plan and contain such other terms and provisions as the
Committee may determine, consistent with this Plan.
 
         (g)      Each grant of a Tandem Stock Appreciation Right shall provide
that such Tandem Stock Appreciation Right may be exercised only (i) at a time
when the related Stock Option (or any similar right granted under any other plan
of the Company) is also exercisable and the Spread is positive, and (ii) by
surrender of the related Stock Option (or such other right) for cancellation.
 
         (h)      Regarding Freestanding Stock Appreciation Rights only:
 
                  (i)      Each grant shall specify for each Freestanding Stock
Appreciation Right a Base Price per Share, which shall be equal to or greater
than the Fair Market Value on the Grant Date.
 
                  (ii)     Successive grants may be made to the same Participant
regardless of whether any Freestanding Stock Appreciation Rights previously
granted to such Participant remain unexercised.
 
                  (iii)    Each grant shall specify the period or periods of
continuous employment or service of the Participant with the Company or any
Subsidiary that are necessary before the Freestanding Stock Appreciation Rights
or installments thereof shall become exercisable, and any grant may provide for
the earlier exercise of such rights in the event of a change in control of the
Company (as defined in the agreement evidencing the Stock Appreciation Rights)
or other similar transaction or event.
 
                  (iv)     No Freestanding Stock Appreciation Right granted 
under this Plan may be exercised more than 10 years from the Grant Date.
 
         7.       RESTRICTED SHARES. Unless otherwise determined by the 
Committee, each grant of Restricted Shares shall be made with substantially the
same terms as provided in Section 8 of this Plan as if such Restricted Shares
were Deferred Shares, and the terms of any Award of Restricted Shares shall be
substantially the same as set forth in the sample Restricted Stock Agreement
attached hereto as Exhibit B. Alternately, the Committee may authorize grants to
Participants of Restricted Shares upon such terms and conditions as the
Committee may determine in accordance with the following provisions:
 
 
                                        7
 
<PAGE>   10
 
         (a)      Each grant shall, unless otherwise determined by the 
Committee, constitute an immediate transfer of the ownership of Shares to the
Participant in consideration of the performance of services, entitling such
Participant to dividend, voting and other ownership rights, subject to the
substantial risk of forfeiture and restrictions on transfer hereinafter referred
to.
 
         (b)      Each grant may be made without additional consideration from 
the Participant or in consideration of a payment by the Participant that is less
than the Fair Market Value on the Grant Date.
 
         (c)      Each grant shall provide that the Restricted Shares covered 
thereby shall be subject to a "substantial risk of forfeiture" within the
meaning of Section 83 of the Code for a period to be determined by the Committee
on the Grant Date, and any grant (or sale) may provide for the earlier
termination of such risk of forfeiture in the event of a change in control of
the Company (as defined in the agreement evidencing the Restricted Shares) or
other similar transaction or event.
 
         (d)      Each grant shall provide that, during the period for which 
such substantial risk of forfeiture is to continue, the transferability of the
Restricted Shares shall be prohibited or restricted in the manner and to the
extent prescribed by the Committee on the Grant Date. Such restrictions may
include, without limitation, rights of repurchase or first refusal rights of the
Company, or provisions subjecting the Restricted Shares to a continuing
substantial risk of forfeiture in the hands of any transferee.
 
         (e)      Any grant may be further conditioned upon the attainment of
Performance Objectives established by the Committee in accordance with the
applicable provisions of Section 9 of this Plan regarding Performance Shares and
Performance Units.
 
         (f)      Any grant may require that any or all dividends or other
distributions paid on the Restricted Shares during the period of such
restrictions be automatically sequestered and reinvested on an immediate or
deferred basis in additional Shares, which may be subject to the same
restrictions as the underlying Award or such other restrictions as the Committee
may determine.
 
         (g)      Each grant shall be evidenced by an agreement executed on 
behalf of the Company by a senior officer (vice president level or higher)
thereof and delivered to and accepted by the Participant, and containing such
terms and provisions as the Committee may determine, consistent with this Plan.
Unless otherwise directed by the Committee, all certificates representing
Restricted Shares, together with a stock power that shall be endorsed in blank
by the Participant with respect to such shares, shall be held in custody by the
Company until all restrictions thereon lapse.
 
         8.       DEFERRED SHARES.  The Committee may authorize grants of 
Deferred Shares to Participants upon such terms and conditions as the Committee
may determine in accordance with the following provisions:
 
 
                                        8
 
<PAGE>   11
 
         (a)      Each grant shall constitute the agreement by the Company to 
issue or transfer Shares to the Participant in the future in consideration of
the performance of services, subject to the fulfillment during the Deferral
Period of such conditions as the Committee may specify.
 
         (b)      Each grant may be made without additional consideration from
the Participant or in consideration of a payment by the Participant that is less
than the Fair Market Value on the Grant Date.
 
         (c)      Each grant shall provide that the Deferred Shares covered 
thereby shall be subject to a Deferral Period, which shall be fixed by the
Committee on the Grant Date, and any grant (or sale) may provide for the earlier
termination of such Deferral Period in the event of a change in control of the
Company (as defined in the agreement evidencing the Deferred Shares) or other
similar transaction or event.
 
         (d)      During the Deferral Period, the Participant shall not have any
right to transfer any rights under the subject Award, shall not have any rights
of ownership in the Deferred Shares and shall not have any right to vote such
shares, but the Committee may, on or after the Grant Date, authorize the payment
of dividend equivalents on such shares, in cash or additional Shares, and on a
current, deferred or contingent basis.
 
         (e)      Any grant may be further conditioned upon the attainment of
Performance Objectives established by the Committee in accordance with the
applicable provisions of Section 9 of this Plan regarding Performance Shares and
Performance Units.
 
         (f)      Each grant shall be evidenced by an agreement executed on 
behalf of the Company by a senior officer (vice president level or higher)
thereof and delivered to and accepted by the Participant, and containing such
terms and provisions as the Committee may determine, consistent with this Plan.
 
         9.       PERFORMANCE SHARES AND PERFORMANCE UNITS. The Committee may 
also authorize grants of Performance Shares and Performance Units, which shall
become payable to the Participant upon the achievement of specified Performance
Objectives, upon such terms and conditions as the Committee may determine in
accordance with the following provisions:
 
         (a)      Each grant shall specify the number of Performance Shares or
Performance Units to which it pertains, which may be subject to adjustment to
reflect changes in compensation or other factors.
 
         (b)      The Performance Period with respect to each Performance Share
or Performance Unit shall commence on the Grant Date and may be subject to
earlier termination in the event of a change in control of the Company (as
defined in the agreement evidencing the Performance Share or Performance Unit)
or other similar transaction or event.
 
 
                                        9
 
<PAGE>   12
 
         (c)      Each grant shall specify the Performance Objectives that are 
to be achieved by the Participant.
 
         (d)      Each grant may specify for the established Performance 
Objectives a minimum acceptable level of achievement below which no payment will
be made, and in such event shall set forth a formula for determining the amount
of any payment to be made if performance is at or above such minimum acceptable
level but falls short of the maximum or full achievement of the established
Performance Objectives.
 
         (e)      Each grant shall specify the time and manner of payment of
Performance Shares or Performance Units that shall have been earned, and any
grant may specify that any such amount may be paid by the Company in cash,
Shares, or a combination thereof, and may either grant to the Participant or
reserve to the Committee the right to elect among those alternatives.
 
         (f)      Any grant of Performance Shares may specify that the amount
payable with respect thereto may not exceed a maximum specified by the Committee
on the Grant Date. Any grant of Performance Units may specify that the amount
payable, or the number of Shares to be issued, with respect thereto may not
exceed maximums specified by the Committee on the Grant Date.
 
         (g)      Any grant of Performance Shares may provide for the payment 
to the Participant of dividend equivalents thereon, in cash or additional
Shares, and on a current, deferred or contingent basis.
 
         (h)      The Committee may adjust Performance Objectives and the 
related minimum acceptable level of achievement if, in the judgment of the
Committee, events or transactions have occurred after the Grant Date that are
unrelated to the performance of the Participant and result in distortion of the
Performance Objectives or the related minimum acceptable level of achievement.
 
         (i)      Each grant shall be evidenced by an agreement executed on 
behalf of the Company by a senior officer (vice president level or higher)
thereof and delivered to and accepted by the Participant, which shall state that
the Performance Shares or Performance Units are subject to all of the terms and
conditions of this Plan and such other terms and provisions as the Committee may
determine, consistent with this Plan.
 
         10.      TRANSFERABILITY.
 
         (a)      Except as provided in Section 10(b) below, no Award granted 
under this Plan shall be transferable by a Participant other than by will or the
laws of descent and distribution, and, during a Participant's lifetime, Stock
Options and Stock Appreciation Rights shall be exercisable only by the
Participant or, in the event of the Participant's legal incapacity, by his or
her guardian or legal representative acting in a fiduciary capacity on behalf of
the Participant under state law and court supervision.
 
 
                                       10
 
<PAGE>   13
 
         (b)      The Committee may expressly provide in an Award agreement (or
an amendment to an Award agreement) that a Participant may transfer such Award
(other than an Incentive Stock Option) to a spouse or lineal descendant (a
"Family Member"), a trust for the exclusive benefit of Family Members, a
partnership or other entity in which all the beneficial owners are Family
Members, or any other entity affiliated with the Participant that may be
approved by the Committee. Subsequent transfers of Awards shall be prohibited
except in accordance with this Section 10(b). All terms and conditions of the
Award, including provisions relating to the termination of the Participant's
employment or service with the Company or a Subsidiary, and the effect thereof,
shall continue to apply following a transfer made in accordance with this
Section 10(b).
 
         (c)      Any Award made under this Plan may provide that all or any 
part of the Shares that are (i) to be issued or transferred by the Company upon
the exercise of Stock Options or Stock Appreciation Rights, upon the termination
of the Deferral Period applicable to Deferred Shares or upon achievement of the
Performance Objectives specified for Performance Shares or Performance Units, or
(ii) no longer subject to the substantial risk of forfeiture and restrictions on
transfer referred to in Section 7 of this Plan, shall be subject to further
restrictions upon transfer.
 
         11.      ADJUSTMENTS. The Committee may make or provide for such 
adjustments in the (i) number of Shares covered by outstanding Stock Options,
Stock Appreciation Rights, Deferred Shares and Performance Shares granted
hereunder; (ii) Exercise and Base Prices per share applicable to such Stock
Options and Stock Appreciation Rights; and (iii) kind of Shares covered thereby,
as the Committee in its discretion may in good faith determine to be equitably
required in order to prevent dilution or enlargement of the rights of Optionees
that otherwise would result from (x) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of the Company; (y) any merger, consolidation, spin-off, spin-out, split-off,
split-up, reorganization, partial or complete liquidation or other distribution
of assets, or issuance of rights or warrants to purchase securities; or (z) any
other corporate transaction or event having an effect similar to any of the
foregoing. Moreover, except as limited by Code Section 162(m), in the event of
any such transaction or event, the Committee may provide in substitution for any
or all outstanding Awards under this Plan such alternative consideration as it
may in good faith determine to be equitable under the circumstances and may
require in connection therewith the surrender of all Awards so replaced. The
Committee may also make or provide for such adjustments in the number of Shares
specified in Section 3 of this Plan as the Committee in its discretion may in
good faith determine to be appropriate in order to reflect any transaction or
event described in this Section 11.
 
         12.      FRACTIONAL SHARES.  The Company shall not be required to issue
any fractional Shares pursuant to this Plan. The Committee may provide for the
elimination of fractions or for the settlement thereof in cash.
 
         13.      WITHHOLDING TAXES. To the extent that the Company is required
to withhold federal, state, local or foreign taxes in connection with any
payment made or benefit realized by a Participant or other person under this
Plan, it shall be a condition to the receipt of such payment or the realization
of such benefit that the Participant or such other person make arrangements
satisfactory
 
 
                                       11
 
<PAGE>   14
 
to the Company for payment of all such taxes required to be withheld. At the
discretion of the Committee, such arrangements may include relinquishment of a
portion of such benefit or delivery of Shares in payment of such taxes.
 
         14.      CERTAIN TERMINATION EVENTS, HARDSHIP AND APPROVED LEAVES OF
ABSENCE. In the event of termination of employment by reason of death,
disability, normal retirement, or early retirement with the consent or agreement
of the Company, or a leave of absence approved by the Company, or in the event
of hardship or other special circumstances, of a Participant who holds (i) a
Stock Option or Stock Appreciation Right that is not immediately and fully
exercisable, (ii) any Restricted Shares as to which the substantial risk of
forfeiture or the prohibition or restriction on transfer has not lapsed, (iii)
any Deferred Shares as to which the Deferral Period is not complete, (iv) any
Performance Shares or Performance Units that have not been fully earned, or (v)
any Shares that are subject to any transfer restriction pursuant to Section
10(c) of this Plan, the Committee may in its discretion take any action that it
deems to be equitable under the circumstances or in the best interests of the
Company, including, without limitation, waiving or modifying any limitation or
requirement with respect to any Award under this Plan. Notwithstanding the
foregoing, the Committee may not waive or modify any Performance Objective
relating to an Award, or modify a Stock Option, intended to satisfy the
requirements for "performance-based compensation" in a manner consistent with
Section 162(m) of the Code.
 
         15.      FOREIGN EMPLOYEES. In order to facilitate the making of any 
grant or combination of grants under this Plan, the Committee may provide for
such special terms for Awards to Participants who are foreign nationals, or who
are employed by the Company or any Subsidiary outside of the United States of
America, as the Committee may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Moreover, the Committee may
approve such supplements to, or amendments, restatements or alternative versions
of, this Plan as it may consider necessary or appropriate for such purposes
without thereby affecting the terms of this Plan as in effect for any other
purpose; provided, however, that no such supplements, amendments, restatements
or alternative versions shall include any provisions that are inconsistent with
the terms of this Plan, as then in effect, unless this Plan could have been
amended to eliminate such inconsistency without further approval by the
shareholders of the Company.
 
         16.      AMENDMENTS AND OTHER MATTERS.
 
         (a)      This Plan may be amended from time to time by the Board or the
Executive Committee of the Board, but no such amendment shall increase any of
the amounts or limitations specified in Section 3 of this Plan, other than to
reflect an adjustment made in accordance with Section 11, without the further
approval of the shareholders of the Company.
 
         (b)      With the concurrence of the affected Optionee, the Committee
may cancel any agreement evidencing Stock Options or any other Award granted
under this Plan. In the event of such cancellation, the Committee may authorize
the granting of new Stock Options or other Awards hereunder, which may or may
not cover the same number of Shares that had been the subject of the
 
 
                                       12
 
<PAGE>   15
 
 
prior Award, in such manner, at such Exercise Price and subject to such other
terms, conditions and discretions, as would have been applicable under this Plan
had the canceled Stock Options or other Award not been granted.
 
         (c)      This Plan shall not confer upon any Participant any right with
respect to continuance of employment or other service with the Company or any
Subsidiary and shall not interfere in any way with any right that the Company or
any Subsidiary would otherwise have to terminate any Participant's employment or
other service at any time.
 
         (d)      To the extent that any provision of this Plan would prevent 
any Stock Option that was intended to qualify under particular provisions of the
Code from so qualifying, such provision of this Plan shall be null and void with
respect to such Stock Option, provided, however, that such provision shall
remain in effect with respect to other Stock Options, and there shall be no
further effect on any provision of this Plan.
 
         17.      EFFECTIVE DATE AND SHAREHOLDER APPROVAL. This Plan shall be
effective as of the date of its approval by the Board or the Executive Committee
of the Board (January 20, 1997), subject to approval by the shareholders of the
Company at the next Annual Meeting of Shareholders. The Committee may grant
Awards subject to the condition that this Plan shall have been approved by the
shareholders of the Company.
 
         18.      REGULATION AND OTHER APPROVALS.
 
         (a)      The obligation of the Company to sell or deliver Shares with
respect to Stock Options and Awards granted under the Plan shall be subject to
all applicable laws, rules and regulations, including all applicable federal and
state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.
 
         (b)      The Plan is intended to comply with Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 and the Committee shall interpret and
administer the provisions of the Plan or any agreement setting forth an Award in
a manner consistent therewith. Any provisions inconsistent with such Rule shall
be inoperative and shall not affect the validity of the Plan.
 
         (c)      Each Stock Option and Award is subject to the requirement 
that, if at any time the Committee determines, in its discretion, that the
listing, registration or qualification of Shares issuable pursuant to the Plan
is required by any securities exchange (including Nasdaq) or under any state or
federal law, or the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the grant of a
Stock Option or the issuance of Shares, no Stock Options shall be granted or
payment made or Shares issued, in whole or in part, unless listing,
registration, qualification, consent or approval has been effected or obtained
in a manner acceptable to the Committee.
 
 
                                       13
 
<PAGE>   16
 
 
         (d)      Notwithstanding anything contained in the Plan to the 
contrary, in the event that the disposition of Shares acquired pursuant to the
Plan is not covered by a then current registration statement under the
Securities Act of 1933, as amended, and is not otherwise exempt from such
registration, such Shares shall be restricted against transfer to the extent
required by the Securities Act of 1933, as amended, and Rule 144 or other
regulations thereunder. The Committee may require any individual receiving
Shares pursuant to the Plan, as a condition precedent to receipt of such Shares
(including upon exercise of a Stock Option), to represent and warrant to the
Company in writing that the Shares acquired by such individual are acquired
without a view to any distribution thereof and will not be sold or transferred
other than pursuant to an effective registration thereof under the Securities
Act or pursuant to an exemption applicable under the Securities Act, or the
rules and regulations promulgated thereunder. The certificates evidencing any of
such Shares shall be appropriately legended to reflect their status as
restricted securities as aforesaid.
 
         (e)      In the event that changes are made to Code Section 162(m) to 
permit greater flexibility with respect to any Award or Stock Option under the
Plan, the Committee may, subject to this Section 18, make any adjustments it
deems appropriate in such Award or Stock Option.
 
         19.      DEFERRAL. The Committee may permit a Participant to defer to
another plan or program such Participant's receipt of Shares or cash that would
otherwise be due to such Participant by virtue of the exercise, vesting or
achievement of an Award. If any such deferral election is required or permitted,
the Committee shall, in its sole discretion, establish rules and procedures for
such payment deferrals.
 
         20.      TERMINATION.  This Plan shall terminate on January 19, 2007, 
and no Award shall be granted after that date.
 
 
                                       14
 
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                             FIRST AMENDMENT TO THE
                                 INTERFACE, INC.
 
                          OMNIBUS STOCK INCENTIVE PLAN
 
         THIS  AMENDMENT  is made  as of the  27th  day of  February,  2001,  by
Interface, Inc., a Georgia corporation (the "Company");
 
                              W I T N E S S E T H:
                              - - - - - - - - - --
 
         WHEREAS,  the Company  established  the Interface,  Inc.  Omnibus Stock
Incentive Plan (the "Plan") effective January 20, 1997; and
 
         WHEREAS,  Section  16(a) of the Plan  permits the Board of Directors of
the Company, subject to the approval of the Shareholders, to amend the Plan; and
 
         WHEREAS, the Board of Directors of the Company desire to amend the Plan
to increase the total number of Shares which may be granted or awarded under the
Plan.
 
         NOW, THEREFORE, for and in consideration of the foregoing premises, and
other good and valuable consideration, the Plan is amended as follows:
 
         1.  Section 3 is hereby  amended by deleting  the number  "one  million
eight  hundred  thousand  (1,800,000)"  and  replacing it with the number "five
million six hundred thousand (5,600,000)."
 
         2. This First  Amendment  shall be effective as of the date first above
written, subject to the approval of the Company's shareholders. Except as hereby
amended, the Plan shall remain in full force and effect.
 
         IN WITNESS  WHEREOF,  the  undersigned  does hereby  execute this First
Amendment to the Plan as of the date first above written.
 
                                    INTERFACE, INC.
 
                                    By:   /s/ Raymond S. Willoch
                                       --------------------------------------
                                           Senior Vice President
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