1997 Long-term Incentive Plan

Exhibit 10.80 Adopted by Board 2/13/97


MOHAWK INDUSTRIES, INC.
1997 LONG-TERM INCENTIVE PLAN


ARTICLE I


PURPOSE


1.1 GENERAL. The purpose of the Mohawk Industries, Inc. 1997 Long-Term
Incentive Plan (the "Plan") is to promote the success, and enhance the
value, of Mohawk Industries, Inc. (the "Corporation"), by linking the
personal interests of its employees, officers and directors to those of
Corporation stockholders and by providing its employees, officers and
directors with an incentive for outstanding performance. The Plan is further
intended to provide flexibility to the Corporation in its ability to
motivate, attract, and retain the services of employees, officers and
directors upon whose judgment, interest, and special effort the successful
conduct of the Corporation's operation is largely dependent. Accordingly,
the Plan permits the grant of incentive awards from time to time to selected
employees, officers and directors.


ARTICLE 2


EFFECTIVE DATE


2.1 EFFECTIVE DATE. The Plan shall be effective as of the date upon
which it shall be approved by the Board. However, the Plan shall be
submitted to the stockholders of the Corporation for approval within 12
months of the Board's approval thereof. No Incentive Stock Options granted
under the Plan may be exercised prior to approval of the Plan by the
stockholders and if the stockholders fail to approve the Plan within 12
months of the Board's approval thereof, any Incentive Stock Options
previously granted hereunder shall be automatically converted to
Non-Qualified Stock Options without any further act. In the discretion of
the Committee, Awards may be made to Covered Employees which are intended to
constitute qualified performance-based compensation under Code Section
162(m). Any such Awards shall be contingent upon the stockholders having
approved the Plan.


ARTICLE 3
DEFINITIONS


3.1 DEFINITIONS. When a word or phrase appears in this Plan with the
initial letter capitalized, and the word or phrase does not commence a
sentence, the word or phrase shall generally be given the meaning ascribed
to it in this Section or in Section 1.1 unless a clearly different meaning
is required by the context. The following words and phrases shall have the
following meanings:


(a) "Award" means any Option, Stock Appreciation Right, Restricted
Stock Award, Performance Share Award, Dividend Equivalent Award, or
Other Stock-Based Award, or any other right or interest relating to
Stock or cash, granted to a Participant under the Plan.


(b) "Award Agreement" means any written agreement, contract, or
other instrument or document evidencing an Award.


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(c) "Board" means the Board of Directors of the Corporation.


(d) "Change in Control" means and includes each of the following:


(1) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934
Act) (a "Person") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the 1934 Act) of 25% or more of the
combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (1), the following
acquisitions shall not constitute a Change of Control: (i) any
acquisition by a Person who is on the Effective Date the
beneficial owner of 25% or more of the Outstanding Company Voting
Securities, (ii) any acquisition directly from the Company, (iii)
any acquisition by the Company, (iv) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company, or
(v) any acquisition by any corporation pursuant to a transaction
which complies with clauses (i), (ii) and (iii) of subsection (3)
of this definition; or


(2) Individuals who, as of the Effective Date, constitute the
Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the Effective Date
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or


(3) Consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each case,
unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of the combined voting power
of the then outstanding voting securities entitled to vote
generally in the election of directors of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Company
Voting Securities, and (ii) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit
plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns,
directly or indirectly, 25% or more of the combined voting power
of the then outstanding voting securities of such corporation
except to the extent that such ownership existed prior to the
Business Combination, and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action
of the Board, providing for such Business Combination.


(e) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.


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(f) "Committee" means the committee of the Board described in
Article 4.


(g) "Corporation" means Mohawk Industries, Inc., a Delaware
corporation.


(h) "Covered Employee" means a covered employee as defined in
Code Section 162(m)(3).


(i) "Disability" shall mean any illness or other physical or
mental condition of a Participant that renders the Participant
incapable of performing his customary and usual duties for the
Corporation, or any medically determinable illness or other physical or
mental condition resulting from a bodily injury, disease or mental
disorder which, in the judgment of the Committee, is permanent and
continuous in nature. The Committee may require such medical or other
evidence as it deems necessary to judge the nature and permanency of
the Participant's condition.


(j) "Dividend Equivalent" means a right granted to a Participant
under Article 11.


(k) "Effective Date" has the meaning assigned such term in
Section 2.1.


(l) "Fair Market Value", on any date, means (i) if the Stock is
listed on a securities exchange or is traded over the Nasdaq National
Market, the closing sales price on such exchange or over such system on
such date or, in the absence of reported sales on such date, the
closing sales price on the immediately preceding date on which sales
were reported, or (ii) if the Stock is not listed on a securities
exchange or traded over the Nasdaq National Market, the mean between
the bid and offered prices as quoted by Nasdaq for such date, provided
that if it is determined that the fair market value is not properly
reflected by such Nasdaq quotations, Fair Market Value will be
determined by such other method as the Committee determines in good
faith to be reasonable.


(m) "Incentive Stock Option" means an Option that is intended to
meet the requirements of Section 422 of the Code or any successor
provision thereto.


(n) "Non-Qualified Stock Option" means an Option that is not an
Incentive Stock Option.


(o) "Option" means a right granted to a Participant under Article
7 of the Plan to purchase Stock at a specified price during specified
time periods. An Option may be either an Incentive Stock Option or a
Non-Qualified Stock Option.


(p) "Other Stock-Based Award" means a right, granted to a
Participant under Article 12, that relates to or is valued by reference
to Stock or other Awards relating to Stock.


(r) "Parent" means a corporation which beneficially owns a
majority of the outstanding voting stock or voting power of the
Corporation. For Incentive Stock Options, the term shall have the same
meaning as set forth in Code Section 424(e).


(q) "Participant" means a person who, as an employee, officer or
director of the Corporation or any Parent or Subsidiary, has been
granted an Award under the Plan.


(o) "Performance Share" means a right granted to a Participant
under Article 9, to receive cash, Stock, or other Awards, the payment
of which is contingent upon achieving certain performance goals
established by the Committee.


(p) "Plan" means the Mohawk Industries, Inc. 1997 Long-Term
Incentive Plan, as amended from time to time.


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(q) "Restricted Stock Award" means Stock granted to a Participant
under Article 10 that is subject to certain restrictions and to risk of
forfeiture.


(r) "Retirement" means a Participant's termination of employment
with the Corporation, Parent or Subsidiary after attaining any normal
or early retirement age specified in any pension, profit sharing or
other retirement program sponsored by the Corporation, or, in the event
of the inapplicability thereof with respect to the person in question,
as determined by the Committee in its reasonable judgment.


(s) "Stock" means the $.01 par value common stock of the
Corporation and such other securities of the Corporation as may be
substituted for Stock pursuant to Article 14.


(t) "Stock Appreciation Right" or "SAR" means a right granted to a
Participant under Article 8 to receive a payment equal to the
difference between the Fair Market Value of a share of Stock as of the
date of exercise of the SAR over the grant price of the SAR, all as
determined pursuant to Article 8.


(u) "Subsidiary" means any corporation, limited liability company,
partnership or other entity of which a majority of the outstanding
voting stock or voting power is beneficially owned directly or
indirectly by the Corporation. For Incentive Stock Options, the term
shall have the meaning set forth in Code Section 424(f).


(v) "1933 Act" means the Securities Act of 1933, as amended from
time to time.


(w) "1934 Act" means the Securities Exchange Act of 1934, as
amended from time to time.


ARTICLE 4
ADMINISTRATION


4.1 COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board or, at the discretion of the Board from time to time,
by the Board. The Committee shall consist of two or more members of the
Board who are (i) "outside directors" as that term is used in Section 162(m)
of the Code and the regulations promulgated thereunder, and (ii)
"non-employee directors" as such term is defined in Rule 16b-3 promulgated
under Section 16 of the 1934 Act or any successor provision. During any time
that the Board is acting as administrator of the Plan, it shall have all the
powers of the Committee hereunder, and any reference herein to the Committee
(other than in this Section 4.1) shall include the Board.


4.2 ACTION BY THE COMMITTEE. For purposes of administering the Plan,
the following rules of procedure shall govern the Committee. A majority of
the Committee shall constitute a quorum. The acts of a majority of the
members present at any meeting at which a quorum is present, and acts
approved unanimously in writing by the members of the Committee in lieu of a
meeting, shall be deemed the acts of the Committee. Each member of the
Committee is entitled to, in good faith, rely or act upon any report or
other information furnished to that member by any officer or other employee
of the Corporation or any Parent or Subsidiary, the Corporation's
independent certified public accountants, or any executive compensation
consultant or other professional retained by the Corporation to assist in
the administration of the Plan.


4.3 AUTHORITY OF COMMITTEE. The Committee has the exclusive power,
authority and discretion to:


(a) Designate Participants;


(b) Determine the type or types of Awards to be granted to each
Participant;


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(c) Determine the number of Awards to be granted and the number
of shares of Stock to which an Award will relate;


(d) Determine the terms and conditions of any Award granted under
the Plan, including but not limited to, the exercise price, grant
price, or purchase price, any restrictions or limitations on the Award,
any schedule for lapse of forfeiture restrictions or restrictions on
the exercisability of an Award, and accelerations or waivers thereof,
based in each case on such considerations as the Committee in its sole
discretion determines;


(e) Accelerate the vesting or lapse of restrictions of any
outstanding Award, based in each case on such considerations as the
Committee in its sole discretion determines;


(f) Determine whether, to what extent, and under what
circumstances an Award may be settled in, or the exercise price of an
Award may be paid in, cash, Stock, other Awards, or other property, or
an Award may be canceled, forfeited, or surrendered;


(g) Prescribe the form of each Award Agreement, which need not be
identical for each Participant;


(h) Decide all other matters that must be determined in
connection with an Award;


(i) Establish, adopt or revise any rules and regulations as it
may deem necessary or advisable to administer the Plan;


(j) Make all other decisions and determinations that may be
required under the Plan or as the Committee deems necessary or
advisable to administer the Plan; and


(k) Amend the Plan or any Award Agreement as provided herein.


4.4. DECISIONS BINDING. The Committee's interpretation of the Plan,
any Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding,
and conclusive on all parties.


ARTICLE 5


SHARES SUBJECT TO THE PLAN


5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section
14.1, the aggregate number of shares of Stock reserved and available for
Awards or which may be used to provide a basis of measurement for or to
determine the value of an Award (such as with a Stock Appreciation Right or
Performance Share Award) shall be 1,700,000.


5.2. LAPSED AWARDS. To the extent that an Award is canceled,
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