0001275211-08-000006 Sample Contracts

AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 26th, 2008 • Simmons Co • Wood household furniture, (no upholstered) • Delaware

This Amended and Restated Restricted Stock Agreement (this “Agreement”) is made as of this 17th day of April, 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.

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FIRST AMENDMENT TO AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 26th, 2008 • Simmons Co • Wood household furniture, (no upholstered)

This First Amendment to Amended and Restated Restricted Stock Agreement (“Amendment”) is made as of this 10th day of January, 2007 between Simmons Company, a Delaware corporation (the “Company”), and the undersigned (the “Restricted Shareholder”).

STOCK OPTION AGREEMENT
Stock Option Agreement • March 26th, 2008 • Simmons Co • Wood household furniture, (no upholstered) • Delaware

This Stock Option Agreement (this “Agreement”) is made as of this 16th day of January, 2008 (the “Effective Date”) between Simmons Holdco, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Optionee”). Certain capitalized terms used herein are defined in Section 8 hereof.

FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 26th, 2008 • Simmons Co • Wood household furniture, (no upholstered)

This First Amendment to Restricted Stock Agreement (“Amendment”) is made as of this 10th day of January, 2007 between Simmons Company, a Delaware corporation (the “Company”), and the undersigned (the “Restricted Shareholder”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 26th, 2008 • Simmons Co • Wood household furniture, (no upholstered)

This Second Supplement to Employment Agreement (“Amendment”) is made effective as of this 5 day of December, 2007 between Simmons Bedding Company (f/k/a Simmons Company), a Delaware corporation (the “Company”), Simmons Company (f/k/a THL Bedding Holding Company), a Delaware corporation (“Holdings”), Simmons Holdco, Inc., a Delaware corporation (“New Holdco”), and Charles R. Eitel (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 26th, 2008 • Simmons Co • Wood household furniture, (no upholstered)

This Second Supplement to Employment Agreement (“Amendment”) is made effective as of this 5 day of December, 2007 between Simmons Bedding Company (f/k/a Simmons Company), a Delaware corporation (the “Company”), Simmons Company (f/k/a THL Bedding Holding Company), a Delaware corporation (“Holdings”), Simmons Holdco, Inc., a Delaware corporation (“New Holdco”), and William S. Creekmuir (the “Executive”).

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