EXHIBIT 10.19
EMPLOYEE STOCK OWNERSHIP PLAN TRUST AGREEMENT
BETWEEN
XXXXXXX COMPANY AND STATE STREET BANK AND TRUST COMPANY
Amendment
Pursuant to Section 9.1 of the Employee Stock Ownership Plan Trust
Agreement between Xxxxxxx Company and State Street Bank and Trust Company dated
as of the second day of September 1997 (the "Trust Agreement"), Xxxxxxx Company
(the "Company"), with the consent of State Street Bank and Trust Company as
trustee under the Trust Agreement (the "Trustee"), hereby amends (the
"Amendment") the Trust Agreement by renumbering Sections 11.6 (relating to
headings of articles) and 11.7 (relating to the execution of counterparts) as
Sections 11.7 and 11.8, respectively, and adding a new Section 11.6 to read in
its entirety as follows, effective as of January 1, 2003:
"11.6 Reference is made to the transactions contemplated by the ESOP
Stock Sale Agreement dated as of November 21, 2003 by and among the Company, THL
Bedding Company and Street Bank and Trust Company, solely in its capacity as
trustee of the Xxxxxxx Company Employee Stock Ownership Trust (the "Sale
Agreement"). Notwithstanding any other provision of this Agreement to the
contrary, the Trustee shall have the power, authority and discretion to enter
into the Sale Agreement and consummate the transactions contemplated therein.
The Trustee shall have the independent authority to execute the Sale Agreement
and consummate the transactions contemplated therein, and shall not need any
direction, written or otherwise, from either the Company or the Committee."
Except to the extent specifically amended by this Amendment, the Trust
Agreement shall remain unmodified. This Amendment may be executed in two or more
counterparts each of which shall be deemed an original but all of which together
shall constitute one and the same instrument, and all signatures need not appear
on any one counterpart.
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IN WITNESS WHEREOF, Xxxxxxx Company has caused its officer duly
authorized thereto to execute on its behalf this instrument of amendment this
16th day of December, 2003.
XXXXXXX COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Executive Vice President and CFO
The Trustee hereby consents to the foregoing amendment
effective as of the effective date set forth above:
STATE STREET BANK AND TRUST COMPANY, as TRUSTEE
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
Vice President
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