EXHIBIT 10.18
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EXECUTION COPY
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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AND
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TERMINATION OF STOCKHOLDERS AGREEMENT
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Reference is hereby made to the Agreement and Plan of Merger dated
October 30, 1997, as amended, among Sealy Corporation, a Delaware corporation
(the "Company"), Sandman Merger Corporation, a transitory Delaware merger
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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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Effective as of March 4, 1996, Xxxxxx X. Xxxxx (the "Executive")
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entered into a Stockholders Agreement with the Company (the "Stockholders
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Agreement").
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Effective as of August 1, 1997, the Executive entered into an Amended
and Restated Employment Agreement with the Company (the "Employment Agreement").
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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, conditioned on the consummation of the
Merger, hereto agree as follows:
X. Xxxxx hereby acknowledges and agrees that the consummation of the
Merger will be a "Change of Control" for purposes of the Employment Agreement.
X. Xxxxx and the Company hereby agree that, effective as of the
consummation of the Merger, the Employment Agreement shall be amended as
follows:
1. The phrase "the 1996 Transitional Restricted Stock Plan and the
1997 Stock Option Plan" contained in subsection 3(c) is deleted
in its entirety.
2. Subsection 3(g) is deleted in its entirety.
3. Subsection 6(d) is amended and restated 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."
4. Subsection 6(f) is deleted in its entirety.
5. A new section 25 is added as follows:
"25. OPTION PLANS AND RESTRICTED STOCK PLANS. The Employee
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hereby acknowledges that in connection with the Merger, (i) the
Company will terminate (the "Termination of the Plans") the 1989 Stock
Option Plan, the 1992 Stock Option Plan, the 1997 Stock Option Plan
and 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 and
(ii) the Company and the Employee will terminate (the "Termination of
Agreements") the Stock Option Agreement dated as of March 4, 1996
between the Company and the Employee, the Restricted Stock Grant
Agreement effective March 4, 1996 between the Company and the
Employee, the Stockholders Agreement dated as of March 4, 1996 between
the Company and the Employee, and the Nonqualified Stock Option
Agreement dated July 21, 1997 between the Company and the Employee.
The Employee hereby agrees that, notwithstanding anything contained
herein to the contrary, the Termination of Plans and the Termination
of Agreements (in each case, 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.
C. Effective as of the consummation of the Merger, the Stockholders
Agreement is hereby terminated.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Amended and Restated Employment Agreement and Termination of Stockholders
Agreement as of December 17, 1997.
/s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
SEALY CORPORATION
By:_________________________________
Name:
Title:
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