SIMMONS COMPANY AMENDMENT NO. 1 TO THE SECURITYHOLDERS’ AGREEMENTSecurityholders’ Agreement • December 6th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
This Amendment No. 1 to the Securityholders’ Agreement (the “Amendment”) is entered into as of November 30th, 2006, by and among Simmons Company, a Delaware corporation (the “Company”), and each of those entities listed below (the “Investors” and each individually an “Investor”). All capitalized terms used in this Amendment shall have the respective meanings given to such terms in the Agreement (as defined below), unless otherwise defined herein.
MANAGEMENT SUBSCRIPTION AND STOCK PURCHASE AGREEMENTManagement Subscription and Stock Purchase Agreement • December 6th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
This Management Subscription and Stock Purchase Agreement (the “Agreement”) is entered into as of the 1st day of December, 2006, by and between Simmons Company, a Delaware corporation (the “Company”), and Gary S. Matthews (“Matthews”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 6th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
This Restricted Stock Agreement (this “Agreement”) is made as of this 1st day of December, 2006 (the “Effective Date”) between Simmons Company, a Delaware corporation (the “Company”), and the undersigned (the “Restricted Shareholder”). Certain capitalized terms used herein are defined in Section 7 hereof.
STOCK OPTION AGREEMENTStock Option Agreement • December 6th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
This Option Agreement (this “Agreement”) is made as of this 1st day of December, 2006 (the “Effective Date”) between Simmons Company, a Delaware corporation (the “Company”), and the undersigned (the “Optionee”). Certain capitalized terms used herein are defined in Section 8 hereof.
