Common use of Salary, Bonus and Benefits Clause in Contracts

Salary, Bonus and Benefits. For services rendered by the Employee on behalf of the Company during the Employment Term, the following salary, bonus and benefits shall be provided to the Employee by the Company: (a) The Company shall pay to the Employee, in equal installments, according to the Company’s then current practice for paying its executive officers in effect from time to time during the Employment Term, the Annual Base Salary. (b) The Employee shall participate in the Sealy Corporation Annual Bonus Plan (the “Bonus Plan”) in accordance with the provisions of that Plan as in effect as of the date of this Agreement based on the Target Annual Bonus Percentage. (c) The Employee shall be eligible for participation in such other benefit plans, including, but not limited to, the Company’s Profit Sharing Plan and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 Stock Option Plan, as the Board may adopt from time to time and in which the Company’s executive officers are eligible to participate. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 hereof, the Employee shall not be entitled to duplicative payments under this Agreement and the Executive Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c) above, for so long as such coverage shall be available to the executive officers of the Company, the Employee shall be eligible to participate in the Company’s Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s discretion and expense. (e) The Employee shall be entitled to take, during each calendar year period during the Employment Term, vacation time equal to four (4) weeks per year. (f) In addition, the Parties do hereby further confirm that any shares of Class A Common Stock of the Company (“Class A Shares”), and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controlling.

Salary, Bonus and Benefits. For services rendered by the Employee on -------------------------- behalf of the Company during the Employment TermProtected Period, the following salary, bonus and benefits shall be provided to the Employee by the Company: (a) The Company shall pay to the Employee, in equal installments, according to the Company’s 's then current practice for paying its executive officers employees at the level of the Employee in effect from time to time during the Employment TermProtected Period, an annual base salary at a rate not less than that in effect at the Annual Base Salarycommencement of the Protected Period. (b) The Employee shall participate in the Sealy Corporation Annual Bonus Plan (the “"Bonus Plan”") in accordance with the provisions of that Plan as in effect as of the date of this Agreement based on with a Target annual bonus as determined under the Bonus Plan as of the commencement of the Protected Period equal to the applicable percentage (his "Target Annual Bonus Percentage") of annual base salary with a range as in effect as of such date. (c) The Employee shall be eligible for participation in such other benefit plans, including, but not limited to, the Company’s 's Profit Sharing Plan and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan, the 1996 Transitional Restricted Stock Plan and and/or the 1998 1997 Stock Option Plan, as the Board may adopt from time to time and in which the Company’s executive officers 's employees at the level comparable to the Employee are eligible to participate. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 7 hereof, the Employee shall not be entitled to duplicative payments under in this Agreement and the Executive Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c) above, for so long as such coverage shall be available to the executive officers of the Company, the Employee shall be eligible to participate in the Company’s Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s discretion and expense. (e) The Employee shall be entitled to take, during each calendar year period during the Employment TermProtected -------------------------------------------------------------------------------- Page 4 -------------------------------------------------------------------------------- Period, at least the amount of vacation time equal to four (4) weeks per yearwhich the Employee is entitled as of the date of this Agreement under the Company's vacation policy applicable to employees at the level comparable to the Employee or would have become entitled as of the applicable time if such vacation policy were still in effect throughout the Protected Period. (fe) In addition, the Parties do hereby further confirm that any the Employee may be entitled to a number of restricted shares of Class A Common Stock of the Company (“"Class A Shares”"), and any as well as options to purchase additional Class A Shares previously granted pursuant to Employee various benefit plans or agreements with the Company. The Parties agree that (a) such restricted Class A Shares and such options are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various restricted stock agreements and stock option agreements, and any related Stockholder Agreement (the “"Stockholder Agreement”") between the Parties (such agreements being hereinafter referred to collectively as the “"Pre-existing Agreements”"), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controlling.

Salary, Bonus and Benefits. For services rendered by the Employee on behalf of the Company during the Employment Term, the following salary, bonus and benefits shall be provided to the Employee by the Company: (a) The Company shall pay to the Employee, in equal installments, according to the Company’s 's then current practice for paying its executive officers in effect from time to time during the Employment Term, the Annual Base Salary. (b) The Employee shall participate in the Sealy Corporation Annual Bonus Plan (the “"Bonus Plan”") in accordance with the provisions of that Plan substantially as in effect as of the date of this Agreement based on the Target Annual Bonus Percentage. (c) The Employee shall be eligible for participation in such other benefit plans, including, but not limited to, the Company’s 's Profit Sharing Plan and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 and 2004 Stock Option PlanPlans, as the Board may adopt from time to time and in which the Company’s 's executive officers are eligible to participate. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 hereof, the Employee shall not be entitled to duplicative payments under this Agreement and the Executive Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c) above, for so long as such coverage shall be available to the executive officers of the Company, the Employee shall be eligible to participate in the Company’s 's Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½11/2) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s 's discretion and expense. (e) The Employee shall be entitled to take, during each calendar year period during the Employment Term, vacation time equal to four (4) weeks per year. (f) In addition, the Parties do hereby further confirm that any shares of Class A Common Stock of the Company (“"Class A Shares”"), and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “"Stockholder Agreement”") between the Parties (such agreements being hereinafter referred to collectively as the “"Pre-existing Agreements”"), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controlling.

Salary, Bonus and Benefits. For services rendered During the Employment Period, Employer will pay Executive a base salary (the “Annual Base Salary”) of $275,000 per annum, subject to any increases as determined by the Employee on behalf of the Company during the Employment Term, the following salary, bonus and benefits shall be provided to the Employee by the Company: (a) The Company shall pay to the Employee, in equal installments, according to Board based upon the Company’s then current practice for paying its executive officers in effect from time to time during achievements of budgetary and other objectives set by the Employment TermBoard. For any fiscal year, the Annual Base Salary. (b) The Employee shall participate in the Sealy Corporation Annual Bonus Plan (the “Bonus Plan”) in accordance with the provisions of that Plan as in effect as of the date of this Agreement based on the Target Annual Bonus Percentage. (c) The Employee Executive shall be eligible for participation in such other benefit plans, including, but not limited to, the Company’s Profit Sharing Plan and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature an annual bonus of up to 50% of the Profit Sharing Plan and Executive’s then applicable Annual Base Salary based upon the 1998 Stock Option Plan, as the Board may adopt from time to time and in which the Company’s executive officers are eligible to participate. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 hereof, the Employee shall not be entitled to duplicative payments under this Agreement and the Executive Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c) above, for so long as such coverage shall be available to the executive officers of achievement by the Company, Employer and their Subsidiaries of budgetary and other objectives set by the Employee Board; provided that with respect to the first year for which Executive is eligible for a bonus, such bonus shall be eligible to participate in the Company’s Group Term Life Insurance Plan with paid on a death benefit to be provided at the level of one and one half (1 ½) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s discretion and expense. (e) The Employee shall be entitled to take, during each calendar year period during the Employment Term, vacation time equal to four (4) weeks per year. (f) In addition, the Parties do hereby further confirm pro rata basis based upon that any shares of Class A Common Stock portion of the Company (“Class A Shares”), and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company year that remained after the date of this Agreement. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the senior management of the Company, Employer and their Subsidiaries. If at any time during the Employment Period, any action or proceeding is commenced against Executive for any breach of that certain Severance Agreement and Full General Release, dated as of June 6, 2003, by and between VeriSign, Inc. (b“VeriSign”) the various stock agreements and stock option agreements, and any related Stockholder Agreement Executive (the “Stockholder Severance Agreement”) between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), the Company shall reimburse Executive for reasonable attorneys’ fees of one counsel, which counsel shall be acceptable to the Company, in an aggregate amount not to exceed $250,000 and if Executive is required to forfeit to such former employer all remain in full force and effect except as otherwise or any portion of his severance payment received from such former employer pursuant to Section A.1. of the Severance Agreement, the Company shall reimburse Executive for such amount; provided herein. Notwithstanding that Employer shall have the foregoingright, at its option, to participate in the extent that defense and jointly control the handling of any provision contained herein claim, suit, judgment or matter for which reimbursement is inconsistent sought pursuant to this Section 6(b). Executive shall not admit any liability with respect to, settle, compromise or discharge any such claim, suit, judgment or matter without Employer’s prior written consent, which consent shall not be unreasonably withheld. In addition, Executive agrees to cooperate in the defense of any claim, suit, judgment or matter which is brought against the Company or Employer in connection with the terms Severance Agreement, including, without limitation, by providing to the Company and Employer records and information that are reasonably relevant to such claim, suit, judgment or matter and making himself available to provide additional information and explanation of any materials provided hereunder. If Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the Pre-existing Agreements, the terms date of this Agreement shall be controllingthrough and including June 8, 2005 and the Company has not become obligated as of such date to reimburse Executive for reasonable attorneys’ fees pursuant to this Section 6(b) in excess of an aggregate of $100,000, Employer will pay Executive an additional bonus in an aggregate amount equal to $50,000 on or prior to July 8, 2005.

Salary, Bonus and Benefits. For services rendered (i) During the Employment Period, the Company will pay Executive a base salary (the "Annual Base Salary") of at least the amount specified on the signature page attached hereto, subject to any increase as determined by the Employee Board from time to time; provided however that the Annual Base Salary may be reduced, including below the amount of the Annual Base Salary on behalf the date hereof, if base salaries for all other similarly situated executives are proportionately reduced. The Annual Base Salary shall be payable in accordance with the regular payroll practices of the Company during but, in any event, no less frequently than monthly. (ii) During the Employment TermPeriod, Executive shall be entitled to participate in the Company's Annual Incentive Plan, as in effect from time to time, at a level determined by the Compensation Committee of the Board or its successor. The Company hereby confirms that the Compensation Committee of the Board has determined that for fiscal year 2003, Executive's target performance level for purposes of the Company's Annual Incentive Plan shall be equal to the percentage of the Annual Base Salary specified on the signature page attached hereto. In addition, the following salary, Board or the Compensation Committee of the Board may award a special or additional bonus and benefits shall be provided to the Employee by the Company:Executive in its sole discretion from time to time. (aiii) The Company shall pay to reimburse Executive for all reasonable expenses incurred by him or her in the Employee, in equal installments, according to the Company’s then current practice for paying course of performing his or her duties under this Agreement which are consistent with its executive officers policies in effect from time to time during with respect to travel, entertainment and other business expenses, subject to the Employment Term, the Annual Base SalaryCompany's requirements with respect to reporting and documentation of such expenses. (biv) The Employee During the Employment Period, Executive shall be entitled to participate in all employee pension and welfare benefit plans and programs made available to the Company's senior level executives or to its employees generally, as such plans or programs may be in effect from time to time, including, without limitation, pension, profit sharing, savings and other retirement plans or programs, medical, dental, hospitalization, short-term and long-term disability and life insurance plans, accidental death and dismemberment protection, travel accident insurance, and any other pension or retirement plans or programs and any other employee welfare benefit plans or programs that may be sponsored by the Company from time to time, including plans that supplement the above-listed types of plans or programs, whether funded or unfunded. (v) During the Employment Period, Executive shall participate in the Sealy Corporation Annual Bonus Plan (the “Bonus Plan”) in accordance with the provisions of that Plan as in effect as of the date of this Agreement based on the Target Annual Bonus Percentage. (c) The Employee shall be eligible for participation in such other benefit plans, including, but not limited to, the Company’s Profit Sharing Plan all benefits and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 Stock Option Plan, as the Board may adopt perquisites available from time to time to senior executives of the Company at levels, and in which on terms and conditions, that are commensurate with his or her positions and responsibilities at the Company’s executive officers are eligible , and shall receive such additional benefits and perquisites as the Board or the Compensation Committee thereof may, in its sole discretion, from time to participate. Such participation time provide. (vi) Executive shall be subject entitled to receive a payment in the amount specified on the signature page attached hereto (the "Retention Bonus") if Executive remains continuously employed by the Company after a Sale of the Company through the first anniversary of the Sale of the Company; provided that Executive shall be entitled to the terms and conditions set forth Retention Bonus as contemplated hereby in the applicable plan documentsevent that he or she is terminated without Cause, resigns with Good Reason, dies or becomes Disabled after the occurrence of the Sale of the Company and prior to or on such anniversary date. As The Company shall pay the Retention Bonus to Executive as soon as practicable following the first anniversary of the Sale of the Company; provided that if Executive is more fully set forth in Section 6 terminated without Cause, resigns with Good Reason, dies or becomes Disabled after a Sale of the Company but prior to such anniversary date, the Retention Bonus shall be paid to Executive as soon as practicable after such termination. For purposes hereof, a "Sale of the Employee Company" shall be deemed to occur only upon (i) a sale of the business of the Company substantially as an entirety to any person or group, whether by means of an asset sale, a stock sale, a merger or otherwise, or (ii) the beneficial ownership by any person or group other than Xxxx Xxxxx (the "Controlling Stockholder"), any family member, descendant or affiliate of the Controlling Stockholder and any trust or estate for his or their benefit (collectively, the "Xxxxx Group") of an amount of the Company's common stock that is both (A) more than 35% of the Company's common stock and (B) a greater percentage of the Company's common stock than is at that time beneficially owned by the Xxxxx Group; provided, however that a transfer of stock between or among members of the Xxxxx Group shall not be entitled deemed to duplicative payments under this Agreement constitute a "Sale of the Company"; provided further that, notwithstanding the foregoing, with respect to any transaction that contemplates the acquisition of 100% of the outstanding common stock of the Company by means of a tender offer followed by a merger, (i) the consummation of such tender offer shall not constitute a "Sale of the Company" hereunder, (ii) the consummation of such merger shall constitute a "Sale of the Company" hereunder, and (iii) any amounts that would become payable by the Executive Severance Benefit PlanCompany in respect of the consummation of such tender offer shall instead be paid upon the consummation of such merger. (dvii) Without limiting During the generality of Subsection 3(c) aboveEmployment Period, for so long as such coverage shall be available to the executive officers of the Company, the Employee Executive shall be eligible to participate in the Company’s Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s discretion and expense. (e) The Employee shall be entitled to take, during each calendar year period during the Employment Term, vacation time equal to four (4) weeks per year. (f) In addition, the Parties do hereby further confirm that any shares of Class A Common Stock long-term incentive plans of the Company (“Class A Shares”)and its affiliates, and any options as in effect from time to purchase additional Class A Shares previously granted to Employee are time, in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement senior executives of the Company after are eligible to participate, on substantially the date same basis as such other executives, but taking into account the seniority and rank of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controllingExecutive.

Salary, Bonus and Benefits. For services rendered by a. From the Commencement Date and if employed through October 31, 2008, Employee on behalf shall be paid an annual base salary of no less than Two Hundred Sixty Thousand Dollars ($260,000.00), paid in the same intervals as other employees of the Company during the Employment TermCompany; and if employed through October 31, the following salary2008, Employee will also be eligible to receive an executive bonus and benefits shall be provided to the Employee by the Company: (a) The Company shall pay to the Employee, in equal installments, according to the Company’s then current practice for paying its executive officers in effect from time to time during the Employment Term, the Annual Base Salary. (b) The Employee shall participate in the Sealy Corporation Annual Bonus Plan (the “Bonus Plan”) in accordance with the provisions of that Plan as in effect as terms and conditions of the date executive bonus program authorized by the Board of Directors of the Company (the “Board”) for other senior management executives of the Company for fiscal year 2008, which, for fiscal year 2008, shall have a target bonus of no less than 50% of Employee’s base salary. b. For any subsequent year after Fiscal Year 2008, Employee will receive an annual base salary of no less than his annual base salary for the immediately prior year of this Agreement based on Agreement, as adjusted upward by the Target Annual Bonus PercentageCompany, and will also be eligible to participate in an executive bonus program and/or in an individual performance bonus program as authorized by the Board for said period. c. Stock option, restricted shares or other equity grants (c) The “Equity”), if any, will be at the sole discretion of the Board. d. Except as modified herein, any Equity issued at any time to Employee shall be eligible for participation vest in such other benefit plans, including, but not limited to, the Company’s Profit Sharing Plan and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 Stock Option Plan, as the Board may adopt from time to time and in which the Company’s executive officers are eligible to participate. Such participation shall be subject to accordance with the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 hereofgrant by the Board and, as otherwise may be applicable, with any relevant terms and conditions of Shuffle Master, Inc.’s 2004 Equity Incentive Plan (the “Plan”) or any subsequent plan, except as modified by the terms and conditions of the applicable grant by the Board. e. During the Term, the Company agrees to provide Employee shall not be entitled to duplicative payments under this Agreement and with the Executive Severance Benefit Plan. (d) Without limiting same benefits it provides all of the generality of Subsection 3(c) above, for so long as such coverage shall be available to the executive officers other senior management employees of the Company. Employee will not, the Employee shall however, be eligible to participate in the Company’s Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½) times annual base salary at Company expensenon-executive bonus program. f. Except as otherwise set forth herein, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s discretion and expensesalary is set in the expectation that Employee’s full professional time during the Term will be devoted to Employee’s duties hereunder. (e) The Employee shall be entitled to take, during each calendar year period during g. During Employee’s employment with the Employment Term, vacation time equal to four (4) weeks per year. (f) In additionCompany, the Parties do hereby further confirm that any shares Company will promptly pay or reimburse Employee for reasonable travel and other expenses incurred by Employee in the furtherance of Class A Common Stock of the Company (“Class A Shares”), and any options to purchase additional Class A Shares previously granted to Employee are or in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent connection with the terms performance of any of the Pre-existing Agreements, the terms of this Agreement shall Employee’s duties. Such reimbursement will be controllingin accordance with Company policies in existence from time to time.

Salary, Bonus and Benefits. For services rendered by the Employee on behalf of the Company during the Employment Term, the following salary, bonus and benefits shall be provided to the Employee by the Company: (a) The Company shall pay to the Employee, in equal installments, according to the Company’s 's then current practice for paying its executive officers in effect from time to time during the Employment Term, the Annual Base Salary. (b) The Employee shall participate in the Sealy Corporation Annual Bonus Plan (the “"Bonus Plan”") in accordance with the provisions of that Plan as in effect as of the date of this Agreement based on the Target Annual Bonus Percentage. (c) The Employee shall be eligible for participation in such other benefit plans, including, but not limited to, the Company’s 's Profit Sharing Plan and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 Stock Option Plan, as the Board may adopt from time to time and in which the Company’s 's executive officers are eligible to participate. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 hereof, the Employee shall not be entitled to duplicative payments under this Agreement and the Executive Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c) above, for so long as such coverage shall be available to the executive officers of the Company, the Employee shall be eligible to participate in the Company’s 's Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½11/2) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s 's discretion and expense. (e) The Employee shall be entitled to take, during each calendar year period during the Employment Term, vacation time equal to four (4) weeks per year. (f) In addition, the Parties do hereby further confirm that any shares of Class A Common Stock of the Company (“"Class A Shares”"), and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “"Stockholder Agreement”") between the Parties (such agreements being hereinafter referred to collectively as the “"Pre-existing Agreements”"), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controlling.

Salary, Bonus and Benefits. For services rendered by the Employee Executive on behalf of the Company during the Employment Term, the following salary, bonus and benefits shall be provided to the Employee Executive by the Company: (a) The Company shall pay to the EmployeeExecutive, in equal installments, according to the Company’s then current practice for paying its executive officers in effect from time to time-to-time during the Employment Term, an annual Base Salary at the Annual Base Salaryinitial rate of Four Hundred Thousand Dollars ($400,000.00). This salary will be reviewed on the first anniversary of the Effective date and thereafter from time-to-time as the Compensation Committee may determine. (b) The Employee shall participate in For the Sealy Corporation Annual Bonus Plan for the fiscal year ending December 31, 2009, an Annual Bonus of not less than One Hundred Fifty Thousand Dollars ($150,000.00) shall be awarded and paid. In subsequent fiscal years, the “Executive’s Annual Bonus Plan”) in accordance with the provisions of that Plan as in effect as of the date of this Agreement opportunity shall be calculated based on the Target achievement of metrics to be established by the Compensation Committee, provided that the target Annual Bonus Percentageopportunity shall have a maximum aggregate award of not less than one hundred fifty percent (150%) of the Executive’s Base Salary for such fiscal year. Each Annual Bonus shall be paid in the calendar year immediately following the calendar year to which such Annual Bonus relates. (c) The Employee Executive shall be eligible for participation in such other benefit plans, including, but not limited to, the Company’s Profit Sharing Plan and Trustprofit sharing plan, Executive Severance Benefit Supplemental Retirement Plan, Benefit Equalization Planshort-term and long-term disability plans, Short-Term and Long Term Disability Plansgroup term life insurance plan, Group Term Life Insurance Plan, Medical Plan medical plan or PPO, Dental Plandental plan, the 401(k) feature of the Profit Sharing Plan and the 1998 2008 Incentive Stock Option PlanPlan of Xxxxx Industries, Inc., as the Board Company may adopt from time to time-to-time and in which the Company’s executive officers officers, or employees in general, are eligible to participate. This Subsection 4(c) shall not be deemed to prevent participation in any special plan or arrangement providing special benefits to the Executive which are not available to other employees. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 8 hereof, the Employee Executive shall not be entitled to duplicative payments under this Agreement and the Executive any Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c4(c) above, for so long as such coverage with respect to life insurance, the Executive shall be available entitled to participate in the Company’s group term life insurance plan. (e) Without limiting the generality of Subsection 4(c) above, the Executive shall be entitled to a One Thousand Five Hundred Dollars ($1,500.00) per month automobile allowance for each full month during the Employment Term, such allowance to be paid on a monthly basis. (f) The Executive shall be entitled to four weeks vacation time per calendar year during the Employment Term. (g) On the later of the Effective Date or the date that the Executive begins his employment with the Company, Executive shall be granted stock options (which, to the executive officers greatest extent possible, will be incentive stock options) to acquire 30,000 shares of the Company’s common stock, per the 2008 Incentive Stock Plan of Xxxxx Industries, Inc. and the terms generally provided to executives of the Company other than Xxxx X. Xxx. At the customary time for granting stock options under the 2008 Incentive Stock Plan of Xxxxx Industries, Inc., the Executive will be granted the option to purchase an amount of the Company’s common stock commensurate and in recognition of the Executive’s position as Executive Vice President and Chief Operating Officer of the Company, with terms and provisions similar to those in effect under such plan as of the Employee Effective Date, or such other grant of stock based benefits as determined by the Compensation Committee on like terms as granted to all executives of the Company. The exercise price of all such stock options shall not be less than the fair market value of the Company’s common stock on the date of grant. (h) The Executive shall be eligible to participate in the Company’s Group Term Life Insurance Executive Supplemental Retirement Plan with a death benefit (the “SERP”), as amended by the Amendment to the Xxxxx Industries, Inc. Supplemental Retirement Plan for Xxxxx X. Xxxxxxx, dated as of the Effective Date (“Amendment”), which Amendment provides that the “Benefit Amount” (as defined in the Amendment) shall be provided at the level of one and one half Seventy-Five Thousand Dollars (1 ½$75,000.00) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement per year for the Employee under such Plan at the Employee’s discretion and expenseten (10) years. (ei) The Employee Executive shall be provided with a one-time reimbursement of reasonable costs associated with the Executive’s professional move of personal property from the Executive’s principal place of residence wherever located on or immediately before the Effective Date to the Akron, Ohio area. The Executive shall also be entitled to reimbursement for rental expenses of a furnished, two bedroom residence in the Akron, Ohio area (“Temporary Housing”) with an initial term of three months, and thereafter on a month-to-month basis for Temporary Housing; provided that the number of months of Temporary Housing does not exceed twelve (12) months in the aggregate and the cost of the Temporary Housing does not exceed a gross amount of One Thousand Five Hundred Dollars ($1,500.00) per month. Any amounts to be reimbursed to the Executive pursuant to this Subsection 4(i) shall be paid by the end of the calendar year following the calendar year in which the reimbursement amount relates. (j) The Executive shall be provided with a one-time payment equal to Fifty Thousand Dollars ($50,000.00) for: (i) any closing costs or other expenses associated with the sale of Executive’s principal place of residence wherever located on or immediately before the Effective Date; and (ii) any closing costs or other expenses associated with the purchase of Executive’s new principal place of residence in the Akron, Ohio area. This allowance shall be paid on or before March 15, 2010. (k) The Executive shall be provided, at the Company’s expense, with director’s and officer’s liability insurance coverage to the same extent as are the Company’s other executive officers with respect to claims against the Executive arising in connection with the Executive’s activities performed on behalf of or in connection with the Executive’s service as an officer or Director of the Company or any affiliate. (l) The Executive shall be entitled to takeuse the Company’s corporate membership at Firestone Country Club, during each calendar year period during as per the Employment Term, vacation time equal Company policy for such use. Executive shall be responsible for any costs related to four (4) weeks per year. (f) In addition, the Parties do hereby further confirm that any shares of Class A Common Stock Executive’s personal use of the Company (“Class A Shares”), and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controllingCompany’s corporate membership at Firestone Country Club.

Salary, Bonus and Benefits. For services rendered by the Employee on behalf of the Company during the Employment Term, the following salary, bonus and benefits shall be provided to the Employee by the Company: (a) The Company shall pay to the Employee, in equal installments, according to the Company’s then current practice for paying its executive officers in effect from time to time during the Employment Term, an annual base salary at the Annual Base Salaryinitial rate of Two Hundred Twenty Thousand Dollars ($220,000). This salary shall be subject to annual review and may be increased, but not decreased. (b) The Employee shall participate in the Sealy Corporation Annual Bonus Plan (the “Bonus Plan”) in accordance with the provisions of that Plan as in effect as of the date of this Agreement based on Agreement. The Employee’s Target annual bonus, as established by the Human Resources Committee of the Board (the “Committee”) under the Bonus Plan as of the date of this Agreement, is thirty-five percent (35%) (his “Target Annual Bonus Percentage”) of annual base salary, with a range of zero percent (0%) to seventy percent (70%) of annual base salary. (c) The Employee shall be eligible for participation in such other benefit plans, including, but not limited to, the Company’s Profit Sharing Plan and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 Stock Option Plan, as the Board may adopt from time to time and in which the Company’s executive officers are eligible to participate. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 7 hereof, the Employee shall not be entitled to duplicative payments under this Agreement and the Executive Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c) above, for so long as such coverage shall be available to the executive officers of the Company, the Employee shall be eligible to participate in the Company’s Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½1½) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s discretion and expense. (e) The Employee shall be entitled to take, during each calendar year period during of the Employment Term, commencing on the 1st of January after execution of this Agreement, vacation time equal to four at least the greater of (4i) weeks the amount of vacation time to which the Employee is entitled per yearyear as of the date of this Agreement, or (ii) the amount of vacation time to which the Employee would have become entitled if the Company’s vacation policy in effect as of the date of this Agreement and which is applicable to its executive officers remained in effect throughout the Employment Term. (f) In addition, the Parties do hereby further confirm that any shares of Class A Common Stock of the Company (“Class A Shares”)written stock agreements, and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) , indemnification agreements, bonus agreements previously entered into between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controlling.

Salary, Bonus and Benefits. For services rendered by Employer will pay Executive for 12 months an initial base salary of $400,000 per annum or such other higher rate as the Employee on behalf of Board may determine from time to time (the Company during the Employment Term“Annual Base Salary”), the following salary, bonus and benefits which salary shall be provided to the Employee payable by the Company: Employer in regular installments in accordance with Employer’s general practices (a) The Company shall pay to the Employee, in equal installments, according to the Company’s then current practice for paying its executive officers in effect from time to time during the Employment Term, time). In addition to the Annual Base Salary. (b) The Employee shall participate in , for the Sealy Corporation Annual Bonus Plan (the “Bonus Plan”) in accordance with the provisions of that Plan as in effect as of the date of this Agreement based on the Target Annual Bonus Percentage. (c) The Employee 2010 fiscal year only, Executive shall be eligible for participation an annual base bonus (the “Annual Bonus”) following the end of the fiscal year of the Company ending December 31, 2010 of up to 100% of the Annual Base Salary, as determined by the Board in such other benefit plans, including, but not limited to, its sole discretion based upon achievement by Executive and achievement by the Company’s Profit Sharing Plan , Employer and Trusttheir Subsidiaries of performance criteria and other goals established by the Board (or the Compensation Committee established by the Board). Any bonus for that period shall be payable on or prior to March 15, 2011. In addition, during the Employment Period, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 Stock Option Plan, as the Board may adopt from time to time and in which the Company’s executive officers are eligible to participate. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 hereof, the Employee shall not will be entitled to duplicative payments under this Agreement such other benefits approved by the Board and the Executive Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c) above, for so long as such coverage shall be made available to the executive officers senior management of the Company, Employer and their Subsidiaries. After the Employee initial 12 months, Executive’s Annual Base Salary shall be $100,000 annually. During the Employment Period, Executive shall also be eligible to participate earn an “Acquisition Bonus” of between 0 to 50 basis points (0 — .5%) of the purchase or acquisition price of any transaction closed and consummated by the Company, Employer or one of their Subsidiaries. The amount of such bonus will be in the discretion of the Board and with consideration of the recommendation of the Chief Executive Officer. Any Acquisition Bonus shall include consideration of the below criteria, as well as the overall contribution made by Executive to completion of the transaction and its potential value to the Company, Employer, or one of their Subsidiaries: (i) The time, extent and substance of Executive’s Group Term Life Insurance Plan actual involvement in the transaction; (ii) Executive’s involvement in the transaction relative to other employees or agents of the Company and Employer; (iii) Transaction lead generation and role in the introduction of the acquisition opportunity a. role in the initial contact with a death benefit potential seller; b. the involvement prior to be provided at the level of one a proposal, such as in site visits, presentations to facility representatives, and one half (1 ½) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s discretion other general and expensemeaningful interaction. (eiv) The Employee shall be entitled Involvement in the coordination/review of due diligence; (v) Involvement in the development of a proposal, including a. the formulation, development or review of a strategic proposal; b. the presentation of proposal to take, during each calendar year period during the Employment Term, vacation time equal to four (4) weeks per yearfacility decision makers and/or brokers. (fvi) In additionInvolvement in the negotiation of definitive agreement, including a. Discussions with Sellers relative to definitive agreement; b. Negotiation of terms leading to execution of definitive agreement; c. Review of drafts/participation in drafting calls/sessions. (vii) Meaningful involvement in closing process. Any such Acquisition Bonus shall be paid within 60 days following the Parties do hereby further confirm that any shares of Class A Common Stock of the Company (“Class A Shares”), and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms closing of any of the Pre-existing Agreements, the terms of this Agreement shall be controllingsuch transaction.

Salary, Bonus and Benefits. For services rendered by the Employee Executive on behalf of the Company during the Employment Term, the following salary, bonus and benefits shall be provided to the Employee Executive by the Company: (a) The Company shall pay to the EmployeeExecutive, in equal installments, according to the Company’s 's then current practice for paying its executive officers in effect from time to time during the Employment Term, an annual Base Salary at the Annual Base Salaryinitial rate of Two Hundred Sixty-Five Thousand Dollars ($265,000.00). This salary may be increased, but not decreased, to the extent, if any, that the Compensation Committee may determine. (b) The Employee At the discretion of the Compensation Committee, the Executive shall participate receive an Annual Bonus. Such Annual Bonus shall be paid at such time as Annual Bonuses are paid to executive officers of the Company as determined by the Compensation Committee. If any portion of an Annual Bonus shall be payable in a year after the year in which it is earned, and in the Sealy Corporation event the Executive's employment is terminated prior to payment of the full Annual Bonus Plan amount to which he is entitled for any prior year, any remaining payments shall be made within thirty (the “Bonus Plan”30) in accordance with the provisions days of that Plan as in effect as of the date of this Agreement based on the Target Annual Bonus Percentagehis termination date. (c) The Employee Executive shall be eligible for participation in such other benefit plans, including, but not limited to, the Company’s Profit Sharing Plan and Trust's profit sharing plan, Executive Severance Benefit Supplemental Retirement Plan, Benefit Equalization Planshort-term and long term disability plans, Short-Term and Long Term Disability Plansgroup term life insurance plan, Group Term Life Insurance Plan, Medical Plan medical plan or PPO, Dental Plandental plan, the 401(k) feature of the Profit Sharing Plan and the 1998 1999 Incentive Stock Option Plan, as the Board Company may adopt from time to time and in which the Company’s 's executive officers officers, or employees in general, are eligible to participate. This Subsection 5(c) shall not be deemed to prevent participation in any special plan or arrangement providing special benefits to the Executive which are not available to other employees. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 9 hereof, the Employee Executive shall not be entitled to duplicative payments under this Agreement and the Executive any Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c5(c) above, for so long as such coverage shall be available with respect to the executive officers of the Companylife insurance, the Employee shall Executive shall: (i) be eligible entitled to participate in the Company’s Group Term Life Insurance Plan 's group term life insurance plan with a death benefit to be provided at the a level of not less than one and one half (1 ½1) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan Base Salary at the Employee’s discretion and Company's expense. (ii) [Reserved] (e) Without limiting the generality of Subsection 5(c) above, the Executive shall be entitled to an automobile of the Executive's choice but subject to the approval of the Chief Executive Officer, and reimbursement for all expenses in connection therewith, including, but not limited to, the cost of acquisition, maintenance, fuel and liability insurance. (f) The Employee Executive shall be entitled to take, during each calendar one-year period commencing with January 1, 2005, during the Employment Term, vacation time equal to not fewer than four (4) weeks per yearweeks. (fg) In addition[Reserved] (h) [Reserved] (i) [Reserved] (j) The Company shall pay the reasonable legal fees incurred by the Executive in connection with negotiation of this Agreement and the maintenance, the Parties do hereby further confirm that review and renegotiation thereof.[Reserved] (k) Notwithstanding any shares of Class A Common Stock of the Company (“Class A Shares”), and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date contrary provision of this Agreement, the Executive will at all times be entitled to benefits which are at least as favorable to the Executive and his family as are generally provided to all executives of the Company or the family thereof, with the exception of Mxxx Xxxxx and Sxxxxxx X. Xxxxx. (bl) [Reserved] .. (m) At the various customary time for granting stock agreements options under the Company's 1999 Incentive Stock Plan or its successor, the Executive will be granted the option to purchase an amount of the Company's common stock commensurate and stock option agreementsin recognition of his position as the Vice President, General Counsel and any related Stockholder Agreement Secretary of the Company, with terms and provisions similar to those in effect under such plan as of the Effective Date, or the Company will granted another award acceptable to the Executive. (n) The Executive shall receive years of service credit on a pro rata basis so that he will be fully vested and entitled to receive a supplemental retirement benefit in the “Stockholder Agreement”amount of at least Fifty Thousand Dollars ($50,000.00) between per annum for a period of ten (10) years, commencing the first day of the month following the later of his Retirement or his attainment of age sixty-five (65). This benefit shall be provided under the Company's Executive Supplemental Retirement Plan or otherwise as the Parties shall agree. In the event that the Executive shall die before all ten (such agreements being hereinafter referred to collectively as 10) years of payments shall have been received, the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, Executive's spouse shall be entitled to the extent that any provision contained herein is inconsistent remainder of such payments. (o) During the Employment Term, the Company shall reimburse the Executive not less than One Thousand Five Hundred Dollars ($1,500.00) per year toward the cost of an annual executive physical examination at The Cleveland Clinic Foundation or other acceptable facility. (p) The Executive shall be provided, at the Company's expense, with director's and officer's liability insurance coverage with respect to claims against the terms Executive arising in connection with his activities performed on behalf of any or in connection with his service as an officer or Director of the Pre-existing Agreements, the terms of this Agreement shall be controllingCompany or any affiliate. (q) [Reserved]

Salary, Bonus and Benefits. For services rendered by the Employee on behalf of the Company during the Employment Term, the following salary, bonus and benefits shall be provided to the Employee by the Company: (a) The Company shall pay to the Employee, in equal installments, according to the Company’s then current practice for paying its executive officers in effect from time to time during the Employment Term, the Annual Base Salary. (b) The Employee shall participate in the Sealy Corporation Annual Bonus Plan (the “Bonus Plan”) in accordance with the provisions of that Plan substantially as in effect as of the date of this Agreement based on the Target Annual Bonus Percentage. (c) The Employee shall be eligible for participation in such other benefit plans, including, but not limited to, the Company’s Profit Sharing Plan and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 and 2004 Stock Option PlanPlans, as the Board may adopt from time to time and in which the Company’s executive officers are eligible to participate. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 hereof, the Employee shall not be entitled to duplicative payments under this Agreement and the Executive Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c) above, for so long as such coverage shall be available to the executive officers of the Company, the Employee shall be eligible to participate in the Company’s Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s discretion and expense. (e) The Employee shall be entitled to take, during each calendar year period during the Employment Term, vacation time equal to four (4) weeks per year. (f) In addition, the Parties do hereby further confirm that any shares of Class A Common Stock of the Company (“Class A Shares”), and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controlling.

Salary, Bonus and Benefits. For services rendered by the Employee Rhein on behalf of the Company during the Employment Term, the following salary, bonus and benefits shall be provided to the Employee Rhein by the CompanyCompany during such Employment Term: (a) The Company shall pay to the EmployeeRhein, in equal installments, according to the Company’s 's then current practice for paying its executive officers in effect from time to time during the Employment Term, an annual Base Salary at the initial rate of Six Hundred Twenty-five Thousand Dollars ($625,000.00). This salary shall be subject to annual review, at the beginning of each fiscal year of the Company commencing with Fiscal Year 2004, by the Compensation Committee or the Board and may be increased, but not decreased, to the extent, if any, that the Compensation Committee, or the Board, may determine. (b) Rhein shall participate in the Annual Incentive Plan. Rhein's Target Annual Bonus will be one hundred percent (100%) of his annual Base Salary, with a range of zero percent (0%) to two hundred fifty percent (250%) of his annual Base Salary. (b) The Employee shall participate in the Sealy Corporation Annual Bonus Plan (the “Bonus Plan”) in accordance with the provisions of that Plan as in effect as of the date of this Agreement based on the Target Annual Bonus Percentage. (c) The Employee Rhein shall be eligible for participation in such other benefit plans, including, but not limited to, the Company’s Profit Sharing Plan and Trust's Retirement Plan, Executive Severance Benefit Plan, 2000 Stock Incentive Plan, Supplemental Executive Retirement Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 Stock Option Dental Plan, as the Board Company may adopt from time to time and in which the Company’s 's executive officers officers, or employees in general, are eligible to participate. This Subsection 5(c) shall not be deemed to prevent participation in any special plan or arrangement providing special benefits to Rhein which are not available to other employees. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 9 hereof, the Employee Rhein shall not be entitled to duplicative payments under this Agreement and the Executive any Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c5(c) above, for so long as such coverage soon as reasonably possible following the Effective Date, and thereafter throughout the Employment Term, Rhein shall be available to the executive officers of provided with life insurance protection, at the Company, the Employee shall be eligible to participate in the Company’s Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½) times annual base salary at Company 's expense, plus extended coverage with a death benefit to be provided in an aggregate amount of at least not less than two hundred percent (200%) of his earnings from the level in effect Company as reported on the date of this Agreement IRS Form W-2 for the Employee under such Plan at the Employee’s discretion and expensepreceding calendar year. (e) The Employee Without limiting the generality of Subsection 5(c) above, Rhein shall be entitled to take, during each calendar year period during an automobile allowance in accordance with the Employment Term, vacation time equal to four Company's automobile policy for its executive officers (4but not less than Twelve Thousand Dollars ($12,000.00) weeks per year), an allowance for estate, financial and tax planning of Ten Thousand Dollars ($10,000.00) per year, and reimbursement for reasonable club dues and membership fees consistent with the Company's past practice. (f) In additionWithout limiting the generality of Subsection 5(c) above, the Parties do hereby further confirm that any shares Rhein shall be entitled to director's and officer's liability insurance coverage with respect to claims against Rhein arising in connection with his activities performed on behalf of Class A Common Stock or in connection with his service as an officer or Director of the Company (“Class A Shares”), and or any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controllingaffiliate.

Salary, Bonus and Benefits. For services rendered During the Employment Period, Employer will pay Executive a base salary of $275,000 per annum, which amount shall be reviewed at least annually by the Employee on behalf Board but any increase shall be at the sole discretion of the Company during Board (as adjusted, the “Annual Base Salary”). During the Employment TermPeriod, the following salary, bonus and benefits Executive shall be provided eligible for an annual bonus (“Annual Bonus”) in an amount up to $175,000 based upon the Employee achievement by the Company: , Employer and their Subsidiaries of financial and other objectives set by the Board in consultation with the President and Chief Executive Officer in conjunction with the annual budgetary process contemplated by Section 3A(e) of the Purchase Agreement (awith any such Annual Bonus for 2006 to be pro rated based on the portion of the 2006 calendar year that remains after the date hereof). An Annual Bonus, if any, will be paid to Executive by Employer on April 30th of the fiscal year following the fiscal year to which such Annual Bonus relates. Executive must be employed by the Company or Employer as of April 30 in any given calendar year in order to be eligible to earn an Annual Bonus with respect to such calendar year. Executive shall be entitled to participate in all medical, dental, hospitalization, accidental death, disability, life insurance plans and any other plan offered by the Company or the Employer to its executive-level personnel. Executive shall be entitled to four (4) The Company weeks of paid vacation during each calendar year. Any unused vacation may be carried over to subsequent years and if not used prior to Separation, shall pay be paid out in cash; provided that Executive shall not be entitled to the Employee, in equal installments, according accrue more than four (4) weeks of vacation at any given time. Any vacation must be taken at a time mutually convenient to the Company, Employer and Executive. During the Employment Period, Employer shall reimburse Executive for all expenses incurred in furtherance of the Company’s then current practice for paying its executive officers and Employer’s business, which expenses are consistent with Employer’s policies in effect from time to time during the Employment Termwith respect to travel, the Annual Base Salary. (b) The Employee shall participate in the Sealy Corporation Annual Bonus Plan (the “Bonus Plan”) in accordance with the provisions of that Plan as in effect as of the date of this Agreement based on the Target Annual Bonus Percentage. (c) The Employee shall be eligible for participation in such entertainment and other benefit plansbusiness expenses, including, but not limited to, the Company’s Profit Sharing Plan and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 Stock Option Plan, as the Board may adopt from time to time and in which the Company’s executive officers are eligible to participate. Such participation shall be subject to the terms Employer’s requirements with respect to reporting and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 hereof, the Employee shall not be entitled to duplicative payments under this Agreement and the Executive Severance Benefit Plandocumentation of such expenses. (d) Without limiting the generality of Subsection 3(c) above, for so long as such coverage shall be available to the executive officers of the Company, the Employee shall be eligible to participate in the Company’s Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s discretion and expense. (e) The Employee shall be entitled to take, during each calendar year period during the Employment Term, vacation time equal to four (4) weeks per year. (f) In addition, the Parties do hereby further confirm that any shares of Class A Common Stock of the Company (“Class A Shares”), and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controlling.

Salary, Bonus and Benefits. For services rendered by the Employee on behalf of the Company during During the Employment TermPeriod, Employer will pay Executive a base salary of $240,000 per annum (the following salary, bonus and benefits shall be provided to the Employee by the Company: (a) The Company shall pay to the Employee, in equal installments, according to the Company’s then current practice for paying its executive officers in effect from time to time during the Employment Term, the “Annual Base Salary. (b) The Employee ”), paid twice monthly, in accordance with Employer's normal payroll cycle and procedures. In addition, in fiscal years 2012 and beyond, the Executive shall be eligible for and participate in the Sealy Corporation Annual Bonus Incentive Compensation Plan (the “Bonus PlanAnnual Bonus”) in accordance with under which the provisions of that Plan as in effect as of the date of this Agreement based on the Target Annual Bonus Percentage. (c) The Employee Executive shall be eligible for participation in such other benefit plansan annual Target Bonus payment of 40% of Annual Base Salary, including, but not limited to, the Company’s Profit Sharing Plan and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 Stock Option Plan, as the Board may adopt from time to time and in which the Company’s executive officers are eligible to participate. Such participation shall be subject to the terms and conditions set forth in of the applicable plan documentsAnnual Incentive Compensation Plan and the discretion of the Board. As For clarification purposes, Executive acknowledges that he is more fully set forth in Section 6 hereof, the Employee shall not be entitled to duplicative payments under this Agreement and the receive any pro rated Annual Bonus for fiscal year 2011. Executive Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c) above, for so long as such coverage shall be available to the executive officers of the Company, the Employee shall be eligible to participate in the Company’s Group Long-Term Life Insurance Equity Incentive Plan with a death benefit to be provided of Employer (the “Plan”) and receive grants thereunder at the level same time as grants are made to the rest of one and one half (1 ½) times annual base salary senior management; provided, however, that the Board reserves its discretion to not make an equity grant in any fiscal year. Any equity grant provided under the Plan shall have at Company expense, plus extended coverage with the time of grant a death benefit value equal to be provided of at least the level Executive's Annual Base Salary then in effect on the date of this Agreement for the Employee under such Plan at the Employee’s time of grant; provided, however, at the discretion and expense. of the Board, such grant may be modified to have a value equal to no less than 80% or no greater than 120% of Executive's Annual Base Salary then in effect at the time of grant. In addition, any equity grant provided under the Plan shall automatically vest upon a Change in Control (e) The Employee shall as defined in the Plan). During the Employment Period, Executive will be entitled to takesuch other benefits approved by the Board and made available to the senior management of Employer and its Subsidiaries, during each calendar year period during the Employment Term, which shall include vacation time equal to (four (4) weeks per year. ), flexible spending account, 401(k) Plan (f) In additioncurrently 65% match of up to 6% of salary, subject to IRS cap and periodic potential adjustment by the Board), expense reimbursement in accordance with the policies and procedures of Employer, as well as medical, dental, vision, life, long term care and disability insurance (collectively, such insurance plans, the Parties do hereby further confirm that any shares of Class A Common Stock of the Company (“Class A SharesWelfare Plans”). The Board, on a basis consistent with past practice, shall review the Annual Base Salary of Executive and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of increase the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) between the Parties (Annual Base Salary by such agreements being hereinafter referred to collectively amount as the Board, in its sole discretion, shall deem appropriate; provided, however, Executive shall not be entitled to an increase in Annual Base Salary for fiscal year 2012. The term “Pre-existing Agreements”), all remain Annual Base Salary” as used in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall refer to the Annual Base Salary as it may be controllingso increased.

Salary, Bonus and Benefits. For services rendered (i) The Company will pay Executive a base salary of $430,000 per annum (as the same may be modified from time to time in the sole discretion of the Board and shall be reviewed by the Employee Board at least once during each fiscal year, the “Annual Base Salary”). In no event shall the Annual Base Salary be reduced outside of a reduction of base salaries applicable to all members of the Corporate Executive Council. During the Employment Period, Executive shall be eligible to earn an annual bonus (the “Annual Bonus”) in respect of each fiscal year, beginning with the 2020 fiscal year, occurring during the Employment Period subject to Executive’s continued employment through the payment date of the Annual Bonus, provided, that for the 2020 fiscal year, Executive’s Annual Bonus will be pro-rated based on behalf the Effective Date. The Annual Bonus will be at a target opportunity of 60% of the Annual Base Salary (the “Annual Bonus Opportunity”), as determined by the Board based upon the performance of Executive and the achievement by the Company and its Affiliates of budgetary and other objectives set by the Board after consultation with Executive (the “Performance Criteria”). The Performance Criteria shall be set no later than April 1 of each calendar year during the Employment Period. (ii) During the Employment Period, Executive will be entitled to (A) participate in all other employee benefit plans, programs and arrangements of the Company during the Employment Term, the following salary, bonus and benefits shall its Subsidiaries as may be provided to the Employee by the Company: (a) The Company shall pay to the Employee, in equal installments, according to the Company’s then current practice for paying its executive officers in effect from time to time during the Employment Term, the Annual Base Salary. (b) The Employee shall participate in the Sealy Corporation Annual Bonus Plan (the “Bonus Plan”) in accordance with the provisions of and that Plan as in effect as apply to employees of the date of this Agreement based on the Target Annual Bonus Percentage. (c) The Employee shall be eligible for participation in such other benefit plans, including, but not limited to, the Company’s Profit Sharing Plan Company and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan its Subsidiaries generally or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 Stock Option Planto their respective senior executives, as the Board case may adopt be, subject to, and on a basis consistent with, the terms, conditions and overall administration of such plans, programs and arrangements as may be in effect from time to time, (B) participate in and receive any fringe benefits and perquisites that may become available to the senior executive employees of the Company and its Subsidiaries as may be in effect from time to time and (C) reimbursement for all business-related out-of-pocket expenses in a manner consistent with the Company’s business expense reimbursement policies, as may be in effect from time to time. Nothing in this Agreement shall preclude the Company from amending or terminating any such plans, programs, arrangements, perquisites or policies at any time in its sole discretion. During the Employment Period, Executive shall be entitled to 4 weeks of paid vacation per calendar year, provided, that for the calendar year in which the Effective Date occurs, Executive’s vacation allowance will be pro-rated based on the Effective Date. (iii) In connection with Executive’s employment with the Company, Executive will receive a one-time lump sum cash payment equal to $50,000 (the “Sign- On Bonus”) payable by the Company on the first payroll cycle following the Effective Date. (iv) In connection with Executive’s executive officers are eligible to participate. Such participation shall be subject to employment with the terms and conditions set forth Company through the date of the consummation of a Sale of the Company (as defined in the LP Agreement), as soon as reasonably practicable, but not more than 30 days following the date of a Sale of the Company, Executive will receive a one-time lump sum cash payment (the “CIC Bonus”), less applicable plan documentstax withholdings, equal to $1,500,000. As For the avoidance of doubt, if Executive is more fully set forth in Section 6 hereofnot employed by the Company through the consummation of a Sale of the Company, the Employee Executive shall not be entitled to duplicative payments under this Agreement and receive the Executive Severance Benefit PlanCIC Bonus. (dv) Without limiting If Executive’s employment with the generality Company is terminated (A) by Executive without Good Reason (not due to Executive’s death or Disability) or (B) by the Company for Cause, in each of Subsection 3(c(A) aboveor (B), for so long as such coverage shall be available prior to the executive officers second (2nd) anniversary of the CompanyEffective Date, Executive will, within five (5) business days of such termination, repay to the Employee shall be eligible Company a pro-rata portion of the Sign-On Bonus, with such pro-rata portion equal to participate in the full amount of the Sign-On Bonus, reduced by one twenty-fourth (1/24th) for each full month of Executive’s employment with the Company’s Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s discretion and expense. (e) The Employee shall be entitled to take, during each calendar year period during the Employment Term, vacation time equal to four (4) weeks per year. (f) In addition, the Parties do hereby further confirm that any shares of Class A Common Stock of the Company (“Class A Shares”), and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controlling.

Salary, Bonus and Benefits. For services rendered During the Employment Period, Employer will continue to pay Executive a base salary at a rate of $476,100 per annum (as may be adjusted from time to time, the “Base Salary”). The Base Salary shall be reviewed annually by the Employee on behalf Board of Directors of Parent (the Company “Board”) or its Compensation and Leadership Development Committee. For fiscal year 2023, the First Amended and Restated Agreement shall control with respect to Executive’s annual bonus for such year. For each fiscal year during the Employment TermPeriod starting with fiscal year 2024, the following salary, bonus and benefits shall be provided to the Employee by the Company: (a) The Company shall pay to the Employee, in equal installments, according to the Company’s then current practice for paying its executive officers in effect from time to time during the Employment Term, the Annual Base Salary. (b) The Employee shall participate in the Sealy Corporation Annual Bonus Plan (the “Bonus Plan”) in accordance with the provisions of that Plan as in effect as of the date of this Agreement based on the Target Annual Bonus Percentage. (c) The Employee Executive shall be eligible for participation an annual bonus with a target amount equal to 70% of the applicable Base Salary earned in the respective fiscal year (such other benefit plans, including, but not limited toamount, the Company’s Profit Sharing Plan “Annual Bonus”), as determined by the Board based upon the performance of Executive and Trustthe achievement by Xxxxxx, Employer and the other Subsidiaries of Parent of financial, operating and other objectives set by the Board. Each Annual Bonus, if any, shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable fiscal year have been achieved but in no event later than March 15 following the end of the fiscal year to which such Annual Bonus relates. Notwithstanding anything in this Section 1(b) to the contrary, no Annual Bonus, if any, or any portion thereof, shall be payable for any fiscal year unless Executive remains continuously employed by Employer from the Effective Date through the last day of such fiscal year. In addition, during the Employment Period, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 Stock Option Plan, as the Board may adopt from time to time and in which the Company’s executive officers are eligible to participate. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 hereof, the Employee shall not will be entitled to duplicative payments under such other benefits as are approved by the Board and made generally available to all senior management of Parent and Employer, subject to meeting the eligibility criteria for participation in each benefit plan of the Employer. Employer shall not, however, by reason of this Agreement and the Executive Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c) aboveSection 1(b), for be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such plan or policy, so long as such coverage shall be available changes are similarly applicable to the executive officers of the Company, the Employee shall be eligible to participate in the Company’s Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s discretion and expenseother senior executives. (e) The Employee shall be entitled to take, during each calendar year period during the Employment Term, vacation time equal to four (4) weeks per year. (f) In addition, the Parties do hereby further confirm that any shares of Class A Common Stock of the Company (“Class A Shares”), and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controlling.

Salary, Bonus and Benefits. For services rendered by the Employee on behalf of the Company during the Employment Term, the following salary, bonus and benefits shall be provided to the Employee by the Company: (a) The Company During the Employment Period, Employee’s base salary (the “Base Salary”) shall pay to the Employeebe $475,000 per annum, which salary shall be payable in equal installments, according to regular installments in accordance with the Company’s then current practice general payroll practices. The Base Salary shall increase automatically on the first day of each calendar year by the same percentage as the increase, if any, in the most recent annual average U.S. Total Consumer Price Index from the annual average U.S. Total Consumer Price Index for paying its the immediately prior calendar year. The Compensation Committee (the “Compensation Committee”) of the Board shall annually review Employee’s Base Salary relative to that paid to chief executive officers in effect from time to time during the Employment Termof other similarly sized and situated companies; provided, however, the Annual Compensation Committee shall not reduce the Base Salary. (b) The During the Employment Period, Employee shall be entitled to participate in the Sealy Corporation Annual Bonus Plan (the “Bonus Plan”) in accordance with the provisions of that Plan as in effect as all of the date Company’s employee benefit programs for which similarly situated employees of the Company and its Subsidiaries are generally eligible. In addition, Executive shall be entitled to a monthly car allowance of $1,500. Employee shall be entitled to six weeks paid vacation per fiscal year during the Employment Period (which vacation time shall be prorated for any partial fiscal year); provided, however, that only two weeks of any unused vacation may be carried forward to the next succeeding fiscal year. The benefits described in this Agreement based on the Target Annual Bonus PercentageSection 1.3(b) shall be collectively referred to herein as “Benefits”. (c) The Employee shall be eligible for participation in such other benefit plansAt the end of each fiscal year during the Employment Period, including, but not limited to, the Company’s Profit Sharing Plan and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 Stock Option Plan, as the Board may adopt from time to time and in which the Company’s executive officers are eligible to participate. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 hereof, the Employee shall not be entitled to duplicative payments under this Agreement and the Executive Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c) above, for so long as such coverage shall be available to the executive officers of the Company, the Employee shall be eligible to participate receive a bonus based on Holdings’ achieving annual EBITDA target amounts (“EBITDA Bonus”) and performance criteria (“Performance Bonus”) established annually by the Compensation Committee. Promptly after the Company’s receipt of an annual audit generated by the Company’s accountants, but in no case later than 120 days after the Company’s fiscal year-end, the Company shall calculate and notify Employee of the bonus earned in the preceding fiscal year. Except as provided under Section 1.4(b) and 1.4(d), Employee must be employed with the Company or its Subsidiaries as of the end of a fiscal year to be eligible for the bonus for such fiscal year. For purposes of this Section 1.3(c), for any fiscal year, “EBITDA” shall be calculated using the definition of “Consolidated EBITDA” in the Company’s Group Term Life Insurance Plan with a death benefit to be provided at the level of one Senior Secured Convertible Notes issued on March 31, 2006, as amended and one half (1 ½) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s discretion and expense. (e) The Employee shall be entitled to take, during each calendar year period during the Employment Term, vacation time equal to four (4) weeks per year. (f) In addition, the Parties do hereby further confirm that any shares of Class A Common Stock of the Company (“Class A Shares”), and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which as may be granted under any other plan or arrangement of the Company after the date of this Agreementfurther amended from time to time, and (b1) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoingplus, to the extent that any provision contained herein is inconsistent not already added back, all transaction costs associated with the terms of Company’s 2006 recapitalization that were paid in such year, (2) plus or minus, to the extent not already added back or deducted, any of revenues or expenses, respectively, recorded with respect to the Pre-existing Agreementswarrants issued on March 31, 2006, (3) plus or minus, to the extent not already added back or deducted, any revenues or expenses, respectively, that are unrelated to the Company’s operations prior to March 31, 2006 and (4) minus, to the extent not already deducted, the terms of this Agreement shall bonus to be controllingpaid to Employee for such year.

Salary, Bonus and Benefits. For services rendered During the Employment Period, Employer will pay Executive a base salary of $375,000 per annum, which amount shall be reviewed at least annually by the Employee on behalf Board but any increase shall be at the sole discretion of the Company during Board (as adjusted, the “Annual Base Salary”). During the Employment TermPeriod, the following salary, bonus and benefits Executive shall be provided eligible for an annual bonus (“Annual Bonus”) in an amount up to 100% of the Employee Annual Base Salary then in effect based upon the achievement by the Company: , Employer and their Subsidiaries of financial and other objectives set by the Board in consultation with Executive in conjunction with the annual budgetary process contemplated by Section 3A(e) of the Purchase Agreement (a) The with any such Annual Bonus for 2006 to be pro rated based on the portion of the 2006 calendar year that remains after the date hereof). An Annual Bonus, if any, will be paid to Executive by Employer on April 30th of the fiscal year following the fiscal year to which such Annual Bonus relates. Executive must be employed by the Company shall pay or Employer as of April 30 in any given calendar year in order to be eligible to earn an Annual Bonus with respect to such calendar year. In addition to the EmployeeAnnual Bonus, Executive shall be entitled to a one-time transaction bonus in an amount equal installmentsto his then current Annual Base Salary (the “Transaction Bonus”) payable upon consummation of a Liquidity Event, according so long as Executive remains employed by the Company or Employer until the date of such transaction. Executive shall be entitled to participate in all medical, dental, hospitalization, accidental death, disability, life insurance plans and any other plan offered by the Company or the Employer to its executive-level personnel. Executive shall be entitled to four (4) weeks of paid vacation during each calendar year. Any unused vacation may be carried over to subsequent years and if not used prior to Separation, shall be paid out in cash; provided that Executive shall not be entitled to accrue more than eight (8) weeks of vacation at any given time. Any vacation must be taken at a time mutually convenient to the Company, Employer and Executive. During the Employment Period, Employer shall reimburse Executive for all expenses incurred in furtherance of the Company’s then current practice for paying its executive officers and Employer’s business, which expenses are consistent with Employer’s policies in effect from time to time during with respect to travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses. During the Employment TermPeriod, the Annual Base Salary. Employer shall reimburse Executive for (bi) The Employee shall participate his country club dues in an amount not greater than $1,500 per month and (ii) the Sealy Corporation Annual Bonus Plan (the “Bonus Plan”) in accordance premium on Executive’s life insurance policy with Equitable Life, policy number 000-000-000, beginning with the provisions remaining period of that Plan as in effect as of the date of this Agreement 2006, pro rated based on the Target Annual Bonus Percentage. (c) The Employee shall be eligible for participation numbers of days remaining in such other benefit plans, including, but not limited to, the Company’s Profit Sharing Plan and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan and the 1998 Stock Option Plan, as the Board may adopt 2006 from time to time and in which the Company’s executive officers are eligible to participate. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 hereof, the Employee shall not be entitled to duplicative payments under this Agreement and the Executive Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c) above, for so long as such coverage shall be available to the executive officers of the Company, the Employee shall be eligible to participate in the Company’s Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s discretion and expense. hereof in an annualized amount not greater than $19,000 (e) The Employee shall be entitled to take, during each calendar year period during the Employment Term, vacation time equal to four (4) weeks increasing by $1,500 per year. (f) In addition, the Parties do hereby further confirm that any shares of Class A Common Stock of the Company (“Class A Shares”), and any options to purchase additional Class A Shares previously granted to Employee are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various stock agreements and stock option agreements, and any related Stockholder Agreement (the “Stockholder Agreement”) between the Parties (such agreements being hereinafter referred to collectively as the “Pre-existing Agreements”), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controlling.,

Salary, Bonus and Benefits. For services rendered by the Employee on -------------------------- behalf of the Company during the Employment Term, the following salary, bonus and benefits shall be provided to the Employee by the Company: (a) The Company shall pay to the Employee, in equal installments, according to the Company’s 's then current practice for paying its executive officers in effect from time to time during the Employment Term, an annual base salary at the Annual Base Salary.initial rate of One Hundred Eighty Five Thousand Dollars ($185,000.00). This -------------------------------- ---------- salary shall be subject to annual review, in December of each year commencing in December 1997, by the Human Resources Committee of the Board (the "Committee) and may be increased, but not decreased, to the extent, if any, that the Committee may -------------------------------------------------------------------------------- Page 3 -------------------------------------------------------------------------------- (b) The Employee shall participate in the Sealy Corporation Annual Bonus Plan (the “"Bonus Plan”") in accordance with the provisions of that Plan as in effect as of the date of this Agreement based on Agreement. The Employee's Target annual bonus, as established by the Committee under the Bonus Plan as of the date of this Agreement, is thirty- five percent (35%) (his "Target Annual Bonus Percentage") of annual base salary, with a range of zero percent (0%) to seventy percent (70%) of annual base salary. (c) The Employee shall be eligible for participation in such other benefit plans, including, but not limited to, the Company’s 's Profit Sharing Plan and Trust, Executive Severance Benefit Plan, Benefit Equalization Plan, Short-Term and Long Term Disability Plans, Group Term Life Insurance Plan, Medical Plan or PPO, Dental Plan, the 401(k) feature of the Profit Sharing Plan, the 1996 Transitional Restricted Stock Plan and the 1998 1997 Stock Option Plan, as the Board may adopt from time to time and in which the Company’s 's executive officers are eligible to participate. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 6 7 hereof, the Employee shall not be entitled to duplicative payments under this Agreement and the Executive Severance Benefit Plan. (d) Without limiting the generality of Subsection 3(c) above, for so long as such coverage shall be available to the executive officers of the Company, the Employee shall be eligible to participate in the Company’s 's Group Term Life Insurance Plan with a death benefit to be provided at the level of one and one half (1 ½1/2) times annual base salary at Company expense, plus extended coverage with a death benefit to be provided of at least the level in effect on the date of this Agreement for the Employee under such Plan at the Employee’s 's discretion and expense. (e) The Employee shall be entitled to take, during each calendar one-year period commencing with December 1, 1996, during the Employment Term, vacation time equal to four at least the greater of (4i) weeks the amount of vacation time to which the Employee is entitled per yearyear as of the date of this Agreement, or (ii) the amount of vacation time to which the Employee would have become entitled if the Company's vacation policy in effect as of the date of this Agreement and which is applicable to its executive officers remained in effect throughout the Employment Term. (f) In addition, the Parties do hereby further confirm that any the Employee's -------------------------------------------------------------------------------- Page 4 -------------------------------------------------------------------------------- entitlement to a number of restricted shares of Class A Common Stock of the Company (“"Class A Shares”"), and any as well as options to purchase additional Class A Shares previously granted pursuant to Employee various benefit plans or agreements with the Company. The Parties agree that (a) such restricted Class A Shares and such options are in addition to, and not in lieu of, any shares or options which may be granted under any other plan or arrangement of the Company after the date of this Agreement, and (b) the various restricted stock agreements and stock option agreements, and any related Stockholder Agreement (the “"Stockholder Agreement”") between the Parties (such agreements being hereinafter referred to collectively as the “"Pre-existing Agreements”"), all remain in full force and effect except as otherwise provided herein. Notwithstanding the foregoing, to the extent that any provision contained herein is inconsistent with the terms of any of the Pre-existing Agreements, the terms of this Agreement shall be controlling.