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0001275211-08-000016 Sample Contracts

SECOND AMENDMENT TO THE AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 4th, 2008 • Simmons Co • Wood household furniture, (no upholstered)

This Second Amendment to the Amended and Restated Restricted Stock Agreement (“Amendment”) is made as of this 30th day of June, 2008 between Simmons Holdco, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Restricted Shareholder”).

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SECOND AMENDMENT TO THE RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 4th, 2008 • Simmons Co • Wood household furniture, (no upholstered)

This Second Amendment to the Restricted Stock Agreement (“Amendment”) is made as of this 30th day of June, 2008 between Simmons Holdco, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Restricted Shareholder”).

Sample 1
FIRST AMENDMENT TO THE STOCK OPTION AGREEMENT
Stock Option Agreement • August 4th, 2008 • Simmons Co • Wood household furniture, (no upholstered)

This First Amendment to the Stock Option Agreement (“Amendment”) is made as of this 30th day of June, 2008 between Simmons Holdco, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Optionee”).

Sample 1