0001193125-04-206594 Sample Contracts

EMPLOYMENT AND NONCOMPETITION AGREEMENT (Matthew Clift)
Employment Agreement • December 2nd, 2004 • Tempur Pedic International Inc • Household furniture • Kentucky

THIS AGREEMENT (the “Agreement”) is executed as of this 1st day of December, 2004, and effective as of December 1, 2004 (the “Date of Hire”), by and between Tempur-Pedic International Inc., a Delaware corporation (the “Company”), and Matthew Clift, an individual (“Employee”). In consideration of the premises and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Company and Employee,

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TEMPUR-PEDIC INTERNATIONAL INC. STOCK OPTION AGREEMENT
Stock Option Agreement • December 2nd, 2004 • Tempur Pedic International Inc • Household furniture • Delaware

THIS AGREEMENT dated as of December 1, 2004 , between Tempur-Pedic International Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Optionee”).

TEMPUR-PEDIC INTERNATIONAL INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • December 2nd, 2004 • Tempur Pedic International Inc • Household furniture • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) dated as of December 1, 2004, is between Tempur-Pedic International Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Recipient”).

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