EMPLOYMENT AGREEMENT
EXHIBIT
10.14-2
SECOND
SUPPLEMENT TO
This Second
Supplement to Employment Agreement (“Amendment”) is made effective as of
this 5 day of December, 2007 between Xxxxxxx Bedding Company (f/k/a Xxxxxxx
Company), a Delaware corporation (the “Company”), Xxxxxxx
Company (f/k/a THL Bedding Holding Company), a Delaware corporation (“Holdings”), Xxxxxxx
Holdco, Inc., a Delaware corporation (“New Holdco”), and Xxxxxxx X. Xxxxx (the
“Executive”).
WHEREAS, the
Company, Holdings and the Executive entered into that certain Employment
Agreement dated as of December 19, 2003, which agreement was amended on December
7, 2005 (as amended, the “Agreement”);
WHEREAS, in
2007, Holdings undertook a recapitalization in which all the stockholders of
Holdings exchanged their stock of Holdings for a like kind and number of shares
of stock of New Holdco and New Holdco became the ultimate parent entity of
Holdings and the Company (the “Recapitalization”);
and
WHEREAS, as a
result of the Recapitalization, the parties to the Agreement wish to replace
Holdings as a party to the Agreement with New Holdco and have all references to
Holdings in the Agreement refer to New Holdco.
NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned hereby agree as
follows:
1. Definitions.
Capitalized terms used herein but not defined shall have the meanings ascribed
thereto in the Agreement.
2. Addition of New
Holdco. New Holdco is hereby added as a party to the Agreement and all
parties agree that Holdings shall be removed as a party to the Agreement. From
and after the date hereof, New Holdco shall be defined as “Holdings” in the
Agreement and all references in the Agreement to “Holdings” shall refer to New
Holdco.
3. Miscellaneous.
(a) Except as expressly
modified pursuant to this amendment, the Agreement remains unchanged and in full
force and effect. This amendment shall be governed by and construed in
accordance with the choice of law provisions in the Agreement.
(b) This amendment may be
executed in one or more counterparts, each of which shall be deemed to be an
original, and all of which shall constitute one and the same
agreement.
* * * * *
*
[Signatures
on following page]
IN
WITNESS WHEREOF, the parties hereto have executed this Second Supplement to
Employment Agreement as of the date first written above.
XXXXXXX
COMPANY
By: /s/ Xxxxxxx X. XxXxxxxx
Name:
Xxxxxxx X. XxXxxxxx
Title:
Executive Vice President and General Counsel
XXXXXXX
BEDDING COMPANY
By: /s/ Xxxxxxx X. XxXxxxxx
Name:
Xxxxxxx X. XxXxxxxx
Title:
Executive Vice President and General Counsel
XXXXXXX
HOLDCO, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
Name:
Xxxxxxx X. XxXxxxxx
Title:
Executive Vice President and General Counsel
/s/ Xxxxxxx X.
Xxxxx
Xxxxxxx
X. Xxxxx, individually
