EXHIBIT 10.19
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AMENDMENT TO EMPLOYMENT AGREEMENTS
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WHEREAS, prior to the date hereof, each of the undersigned individuals (the
"Executives") entered into an Employment Agreement with Sealy Corporation, a
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Delaware corporation (the "Company") (collectively, the "Employment
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Agreements");
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WHEREAS, on October 30, 1997, the Company entered into an Agreement and
Plan of Merger with Sandman Merger Corporation, a transitory Delaware merger
corporation ("Purchaser") and Xxxx/Chilmark Fund, L.P., a Delaware limited
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partnership, pursuant to which Purchaser will be merged with and into the
Company with the Company being the surviving corporation (the "Merger");
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NOW, THEREFORE, in consideration of the provisions contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, CONDITIONED ON THE CONSUMMATION OF THE
MERGER, agree as follows:
A. The consummation of the Merger shall be a "Change of Control" for
purposes of the Employment Agreements and upon consummation of the Merger
("Closing") Subsection 6(d) thereof shall automatically be amended and restated
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in its entirety as follows:
"(d) Change of Control. For purposes of this Agreement, the
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words "Change of Control" means the merger (the "Merger") of Sandman
Merger Corporation, a Delaware Corporation ("Sandman"), with and into
the Company pursuant to the terms of the Agreement and Plan of Merger
dated October 30, 1997, as amended, among the Company, Sandman and
Xxxx/Chilmark Fund, L.P. Notwithstanding anything contained herein to
the contrary, other than the Merger, no event or occurrence before, at
or after the consummation of the Merger shall be deemed a "Change of
Control" for purposes of this Agreement."
B. Each of the Executives upon the Closing shall be paid the Transaction
Bonus (as such term is defined in their Employment Agreement) pursuant to the
terms, extent and conditions provided in their individual Employment Agreement.
C. All stock options of the Company and all restricted stock of the
Company held by Executives shall fully vest and be paid out to the Executives by
the Company as of the Closing.
D. Upon payout of the stock options and restricted stock provided above
Subsection 6(e) of the Employment Agreement (relating to SEC Section 16
protection for stock based benefits) shall automatically be deleted in its
entirety and Subsection 3(f) of the Employment Agreement shall automatically be
amended and restated in its entirety as follows:
"OPTIONS AND RESTRICTED STOCK PLANS. The Employee hereby
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acknowledges that in connection with the Merger, the Company will
terminate (the "Termination of the Plans") the 1989 Stock Option Plan,
the 1992 Stock Option Plan, the 1997 Stock Option Plan an the 1996
Transitional Restricted Stock Plan (collectively, the "Plans") and
accordingly, after the consummation of the Merger, the Employee shall
no longer be eligible to participate in the Plans. The Employee hereby
agrees that, notwithstanding anything contained herein to the
contrary, the Termination of the Plans (as well as each action,
omission or occurrence in connection therewith or related thereto) is
not a breach of this Agreement and is not and will not be a "Good
Reason" for purposes of this Agreement as such term is defined in
Subsection 4(g) hereof."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Employment Agreements as of December 17, 1997.
/s/ XXXXX XXXXXX /s/ XXXXXXX XXXXXXXX
______________________________________ _______________________________________
Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx
/s/ XXXX XXXXX /s/ XXXXXXX XXXXXX
______________________________________ _______________________________________
Xxxx Xxxxx Xxxxxxx Xxxxxx
/s/ XXXX XXXXXXXXX /s/ XXXXX XXXXXX
______________________________________ _______________________________________
Xxxx XxXxxxxxx Xxxxx Xxxxxx
SEALY CORPORATION
By: /s/ XXXXXXX X. XXXXXX
_____________________________
Name: Xxxxxxx X. Xxxxxx
Title: Vice President-General Counsel
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