EXHIBIT 10.56
[LOGO OF SEALY] MEMORANDUM
TO: Xxx Xxxxx
FROM: Xxx Xxxxxx
DATE: December 18, 1998
RE: Continuing Employment in North Carolina
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This is to confirm the understanding between Xxxxxxx X. Xxxxxx ("Employee"),
and Sealy, Inc. ("Sealy") relating to Employee's continued employment with
Sealy upon the relocation of Xxxxx'x Headquarters to North Carolina.
Employee and Sealy agree as follows:
1. Employee hereby accepts Xxxxx'x offer of continued employment with Sealy
as Xxxxx'x Corporate Vice President, General Counsel and Secretary.
2. Once Employee's office is relocated to North Carolina on January 1, 1999,
Employee shall be responsible for his cost of commuting and temporary
living expense until he permanently moves his residence to North Carolina
("Move"). The expenses of the Move shall be paid for by Sealy in
accordance with Xxxxx'x relocation policy for employees at his level. If
Employee resigns within one year of the Move, Employee shall reimburse
Sealy for any relocation expenses incurred by Sealy in the Move.
3. By this acceptance of continuing employment with Sealy in North Carolina,
Employee hereby agrees that this relocation of his place of employment to
North Carolina does not constitute "Good Reason" for his resignation
under his August 11, 1997 Change of Control Agreement with Sealy ("CIC
Agreement").
4. If prior to the earlier of the Move or August 31, 2000 (such earlier date
being the "Expiration Date") Employee's employment is terminated by
Sealy other than for Cause (as defined in the CIC Agreement), or if prior
to the Expiration Date Employee resigned with at least six (6) months
notice, then Sealy shall provide the following severance benefits to
Employee:
a. Pay to Employee within thirty (30) days:
1. One (1) year's salary (at the highest salary to Employee during
his last year of employment with Sealy);
RE: Continuing Employment in North Carolina
December 18, 1998
Page 2
2. One (1) year's bonus at target; and
3. A prorated target bonus based on the Employee's period of
employment with Sealy prior to termination as a portion of the
then current bonus year.
b. Provide Employee with six (6) months of outplacement services from a
nationally recognized executive outplacement firm selected by Sealy at
the level provided for Vice Presidents.
c. Provide Employee with six (6) months of continuing life and medical
insurance, plus COBRA benefits.
5. If Employee receives the severance benefits set forth in Section 4 above,
Employee will not be entitled to any other severance compensation or
severance benefits from Sealy.
6. After the Expiration Date, the severance benefits set forth in Section 4
above shall no longer be provided and Employee may only qualify for
severance benefits in accordance with Company policy for his level and
years of service.
If the foregoing reflects Xxxxx'x understanding concerning this matter, please
execute the acceptance on the attached copy of this memorandum and return it to
me.
rb
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Acceptance
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Sealy Corporation hereby accepts and agrees to the foregoing terms relating to
its continuing employment of Xxxxxxx X. Xxxxxx in North Carolina.
Sealy Corporation
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Chief Executive Officer
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Date: December 18, 1998
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