DISCOUNTED STOCK PURCHASE AGREEMENT

Exhibit 10.2

DISCOUNTED STOCK PURCHASE AGREEMENT

PREAMBLE

Whereas an indirect subsidiary of the Company acquired all stock in UNILIN FLOORING BVBA and its subsidiaries on October 31, 2005;

Whereas the Company wishes to memorialize the terms upon which members of the UNILIN Management shall purchase shares of the Company;

Whereas this Agreement is intended to encourage stock ownership by the UNILIN Management and to be an incentive to them to remain involved, improve operations, increase profits and contribute more significantly to the Company’s success.

THEREFORE IT HAS BEEN AGREED AS FOLLOWS

Article 1 : Stock purchase/sale

The UNILIN Management shall purchase and the Company shall sell to the UNILIN management, in aggregate 585,549 shares (the “Initial Purchase Shares”) of the Company’s common stock, par value $.01 per share (the “Common Stock”), computed as follows:

The Company shall list, within one year following the payment of the Initial Purchase Price, on the New York Stock Exchange, the Initial Purchase Shares, and the Company shall give all notices and make all filings with the NYSE required in connection with the transactions contemplated herein.

Article 2 : Purchase Price

The purchase price per share at the date of this Agreement shall be equal to $81.00 USD (the “Initial Purchase Price”).

Article 3 : Payment of the Initial Purchase Price

The aggregate Initial Purchase Price shall be paid by the respective members of UNILIN Management by wire transfer according to the following wire instructions:

Such payment shall be made within five business days following the date of this Agreement, as follows :

Article 4 : Ownership and Transfer Restrictions

The ownership of the Initial Purchase Shares shall be transferred upon payment of the Initial Purchase Price, but shall remain subject to the transfer restrictions imposed pursuant to Article 5.

Article 5 : Non-transferability

“The shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be transferred, nor will any assignee or endorsee hereof be recognized as an owner hereof by the issuer for any purpose, unless such transfer or assignment is in accordance with the provisions of Regulation S under the 1933 Act or pursuant to registration under the 1933 Act or an available exemption therefrom. The shares evidenced by this certificate may not be the subject of any hedging transactions unless in compliance with the 1933 Act. The shares evidenced by this certificate are subject to the terms of that certain Discounted Stock Purchase Agreement dated as of October [    ], 2005, by and between Mohawk Industries, Inc., Mr. Paul De Cock, Mr. Bernard Thiers, Mr. Marc Van Canneyt, and Mr. Paul De Fraeye, and such shares may not be sold, transferred, pledged, hypothecated, disposed of, or redeemed until the lapse of all of the restrictions contained therein.”

Article 6: Rights and Obligations related to the Stock

(1) Such member has carefully read this Agreement and has, to the extent believed necessary, discussed the representations, warranties and agreements contained herein and therein and the applicable limitations upon such member’s resale of the Initial Purchase Shares with such member’s counsel.

(2) Such member is purchasing the Initial Purchase Shares for his own account, with the intention of holding the Initial Purchase Shares for investment, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Initial Purchase Shares; and such member shall not make any sale, transfer or other disposition of the Initial Purchase Shares without registration under the 1933 Act and any applicable state securities laws unless an exemption from registration is available under the 1933 Act and such state securities laws.

(3) Such member is familiar with the business in which the Company will be engaged, and based upon such member’s knowledge and experience in financial and business matters, such member is familiar with investments of this sort and is capable of evaluating the merits and risks of this investment.

(4) Such member is financially able to bear the economic risk of this investment, including the ability to afford holding the Initial Purchase Shares for an indefinite period or to afford a complete loss of this investment.

(5) Such member is a non-U.S. resident eighteen years of age or older, and such member’s principal residence is at the address shown under such member’s signature on the bottom of this Agreement.

(6) Such member will resell the Initial Purchase Shares only in accordance with the provisions of Regulation S under the 1933 Act, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act.

(7) Such member will not engage in hedging transactions with regard to the Initial Purchase Shares unless in compliance with the 1933 Act.

(1) Each member of UNILIN Management expressly accepts that he will be fully and solely responsible for reporting every benefit that might arise under this Agreement to the Tax and Social Security Authorities, and for the payment of any income tax and other legal contributions assessed thereon, including interest, fine, tax increase, penalty or other equivalent surcharge, as it might be imposed by the authorities.

(2) Each member of UNILIN Management expressly commits himself to indemnify the Company and any of its subsidiaries for all taxes and contributions mentioned under article 6.4.(1) which would be assessed with or claimed to the Company or any of its subsidiaries, at the Company’s first request.

Article 7: Applicable law and jurisdiction

The present agreement shall be governed by and being interpreted according to the laws of the State of Georgia, USA.

In case of a dispute arising from or further to the present agreement, the courts of Georgia will be exclusively competent.

Done at                     , on October 31, 2005, in five original copies, each party acknowledging having received one original copy duly signed.

Enclosures : Exhibits 1 and 2

EXHIBIT 1

Discount scheme table

Exhibit 2

Calculation of the EBITDA

= EBITDA