Exhibit 10.1 to Select Comfort Corporation Form 10-Q for period ended June 30,
        2007


        

        

        


        EXHIBIT
        10.1

        Final


         


         


        
        AMENDED AND RESTATED


         


        
        EXCLUSIVE SUPPLIER AGREEMENT


         


        
        BETWEEN


         


        
        RADISSON HOTELS INTERNATIONAL, INC.


         


        
        &


         


        SELECT
        COMFORT CORPORATION


         


        
        Effective Date: June 28, 2007


        
         

        

        

        

        

        

        

        

        


        
        ThisAmended and Restated Exclusive Supplier Agreement
        (the “Agreement”), dated June 28, 2007 amends and restates in its entirety that
        certain Exclusive Supplier Agreement dated May 21, 2004 (the “Effective Date”),
        by and between Select Comfort Corporation, a Minnesota corporation whose address for notice
        purposes is Attention: General Counsel, 6105 Trenton Lane North, Minneapolis, MN 55442 Fax
        No.: (763) 551-6888 (“Select Comfort”) and Radisson Hotels International, Inc.,
        a Delaware corporation whose address for notice purposes is c/o Legal Department, 701
        Carlson Parkway, Mail Stop 8256, Minneapolis, MN 55305 Fax No.: (763) 212-1080
        (“Radisson”).


         


        
        Recitals


         


        
            	
                        
                        A.

                    	
                        
                        Select Comfort is a developer, manufacturer and marketer of
                        adjustable-firmness beds, selling a proprietary line of beds under the
                        Sleep Number® brand that feature adjustable air chamber
                        mattresses.

                    


        


         


        
            	
                        
                        B.

                    	
                        
                        Radisson owns the Radisson Marks and the System, and owns,
                        operates, or is a franchiser of the Hotels.

                    


        


         


        
            	
                        
                        C.

                    	
                        
                        Radisson and Select Comfort entered into an Exclusive
                        Supplier Agreement in May of 2004, as thereafter amended (“Original
                        Agreement”).

                    


        


         


        
            	
                        
                        D.

                    	
                        
                        In connection with the Original Agreement, Select Comfort
                        designed and manufactured, and continues to manufacture, a Sleep Number bed
                        exclusively for Radisson Hotels, which may be modified from time to time
                        (the “Radisson Bed”).

                    


        


         


        
            	
                        
                        E.

                    	
                        
                        Select Comfort has also developed, manufactured, offered for
                        sale and sold a variety of other Sleep Number beds, which are distinct from
                        the Radisson Bed, to other customers for use in the hotel and time share
                        interval industry.

                    


        


         


        
            	
                        
                        F.

                    	
                        
                        Radisson and Select Comfort desire to continue the
                        relationship established by the Original Agreement and the parties now
                        desire to amend and restate the Original Agreement in its entirety as set
                        forth herein.

                    


        


         


        
            	
                        
                        G.

                    	
                        
                        Terms used in this Agreement with initial capital letters
                        shall have the meanings assigned to such terms in Section 15.26 hereof or
                        the meanings otherwise assigned to such terms by this Agreement.

                    


        


         


        - 1
        -

        

        

        


        
        NOW THEREFORE, for good and adequate consideration, the receipt and
        sufficiency of which are hereby acknowledged and in consideration of the mutual obligations
        set forth below, the parties agree as follows:


        
         


        
        ARTICLE 1 – TERM


         


        
            	
                        
                        1.1.

                    	
                        
                        Term of the Agreement

                    


        


         


        
        The term of this Agreement (the “Term”) shall commence on the
        Effective Date and continue until December 31, 2008, unless further extended as set forth
        below. Notwithstanding the foregoing, the provisions of Articles 7, 8, 12, 13, 14 and 15
        hereof, and of Sections 4.1 and 4.2 hereof, shall survive the termination of this Agreement
        and will continue to govern the rights and obligations of the parties hereto indefinitely
        following the termination of this Agreement.


        
         


        
            	
                        
                        1.2

                    	
                        
                        Extension of the Term to Coincide with the Term of the
                        XXX Agreement

                    


        


         


        
        The Parties acknowledge that Select Comfort and XXX, have initiated
        discussions for the potential purchase and installation of beds in XXX hotels. In the event
        that Select Comfort and XXX elect to enter into an agreement for the purchase and
        installation of beds (“XXX Agreement”), then the Term of this Agreement shall
        be automatically extended to coincide with the term of the XXX Agreement, provided,
        however, that each calendar year of such extension shall be subject to achievement during
        the prior calendar year of minimum levels of net sales tracked to Radisson referrals, with
        such minimum level to be not less than XXX million in net sales during calendar year 2008
        in order to extend the Term of this Agreement through the calendar year 2009, and such
        minimum level shall be adjusted each year thereafter as mutually agreed upon by the
        parties. In the event that the parties are unable to agree in writing upon an adjusted
        minimum level of referral sales at least sixty (60) days prior to the next calendar year
        for which an adjusted minimum level of referral sales is to be determined, then either
        party shall have the right to terminate this Agreement upon notice thereof to the other
        party to be effective as of the end of the last calendar year for which an agreed upon
        minimum level of referral sales has been determined and achieved. For example, in the event
        that the minimum level of referral sales has been achieved during 2008 in order to extend
        the Term through 2009, but the parties are unable to agree at least sixty (60) days prior
        to the end of 2008 upon a minimum level of referral sales to be achieved in 2009 in order
        to extend the Term through 2010, then either party shall have the right to terminate this
        Agreement effective as of the end of 2009. Radisson referrals shall be determined in
        accordance with Select Comfort’s then-current tracking mechanisms.


         


         


        - 2
        -

        

        

        


        
        ARTICLE 2 - EXCLUSIVITY


         


        
            	
                        
                        2.1.

                    	
                        
                        Select Comfort Exclusivity

                    


        


        
         


        
        During the Term of this Agreement and as long as Select Comfort is not in
        material breach of this Agreement, Radisson agrees to (a) establish the installation of the
        Radisson Bed as a System Standard for all Hotels in the Radisson System and (b) to use its
        reasonable business efforts to enforce the installation of the Radisson Bed as a System
        Standard for Hotels in the Radisson System. The System Standard relating to the Radisson
        Bed as currently in effect is attached hereto as Exhibit 2.1 (“SNB Standard”).
        In the event that Radisson decides to revise the SNB Standard, Radisson agrees to give
        Select Comfort prior written notice of any such revision. In the event that Radisson
        decides to materially revise the SNB Standard, then the parties agree to discuss and
        renegotiate the terms of the exclusivity set forth in Section 2.2. In the event that the
        parties are unable to agree in writing upon revised terms of the exclusivity set forth in
        Section 2.2 within sixty (60) days following notice of any material revision of the SNB
        Standard, then Select Comfort shall have the right to terminate this Agreement upon notice
        thereof to Radisson to be effective as of the end of the last calendar year for which an
        agreed upon minimum level of referral sales as contemplated by Section 1.2 hereof has been
        determined and achieved. In the event Select Comfort fails to give notice of termination
        within the sixty (60) day period set forth above, then the Agreement will continue for the
        remainder of the Term.


        
         


        
        Radisson’s reasonable business efforts to enforce the SNB Standard
        shall include, at a minimum, the following activities undertaken in good faith and designed
        to achieve enforcement of the installation of the Radisson Bed as a System
        Standard:


        
         


        
            	
                        
                         

                    	
                        
                        •

                    	
                        
                        Radisson will promote the Radisson Bed at all Annual
                        Business Conferences for the Hotels in the Radisson System and in all
                        similar meetings or similar opportunities with franchisees in the Radisson
                        System;

                    


        


        
            	
                        
                         

                    	
                        
                        •

                    	
                        
                        Radisson will strongly encourage adoption of the Radisson
                        Bed by the Radisson Franchise Advisory Council, which advises the Radisson
                        System regarding the adoption of new System Standards; and

                    


        


        
            	
                        
                         

                    	
                        
                        •

                    	
                        
                        Radisson will establish a reasonable and enforceable
                        timeline for new Hotels in the Radisson System to install the Radisson Bed
                        and comply with the SNB Standard.

                    


        


        
        Select Comfort acknowledges that Radisson, as a franchisor of the System,
        does not directly control the purchasing activities of franchisee hotels and is subject to
        various Legal Requirements regarding substantial changes to the System. Accordingly, for
        purposes of this Agreement, Radisson does not guarantee the adoption by the Hotels of any
        specific percentage of Radisson Beds by any precise date. However, Radisson does represent
        and warrant that it will carry out the above-referenced plan and that it is authorized
        under applicable franchise agreements to establish the Radisson Bed as a System Standard
        for all hotel rooms in the Radisson System.


         


        - 3
        -

        

        

        


        
            	
                        
                        2.2.

                    	
                        
                        Radisson Exclusive National
                        Partnership

                    


        


         


        
        During the periods described below and as long as Radisson is not in
        material breach of this Agreement, subject to the exceptions set forth below, Radisson will
        have the exclusive national partnership within the hotel and interval/timeshare industry as
        follows:


         


        
        A.          
        Sales and Marketing in Hotel and Interval/Timeshare
        Industry.       Except as
        specifically provided in this Agreement, Select Comfort shall not sell any beds (including
        the Radisson Bed) to any Person for use in the hotel or interval/timeshare industry, for
        the Term of this Agreement (the “Exclusive National Partnership”).
        Notwithstanding the foregoing, Select Comfort may:


        
        (i) Continue to service and sell bed products and services (specifically
        excluding the Radisson Bed) to Persons for use in the hotel or interval/timeshare industry
        to which Select Comfort has previously sold beds and who are identified on Exhibit 2.2A,
        attached hereto and made a part hereof;


        
        (ii) Continue to service and sell bed products and services (except that any
        such sales shall specifically exclude the Radisson Bed) to Persons for use in any hotel or
        interval/timeshare property that was previously part of the Radisson System and which
        acquired beds pursuant to this Agreement or the Original Agreement while part of the
        Radisson System, regardless of the affiliation of any such hotel or interval/timeshare
        property with any other brand of hotel or interval/timeshare property, provided that during
        the Term of this Agreement Select Comfort shall not sell any additional beds to any such
        Person if and so long as any such Person becomes part of a chain of more than XXX separate
        properties operating under a common hotel or interval/timeshare name, and provided further
        that Select Comfort shall be permitted at any time to service any beds, including Radisson
        Beds, previously sold to any such Person pursuant to this Agreement;


        
        (iii) Service and sell bed products and services (specifically excluding the
        Radisson Bed) to other independent hotel or interval/timeshare industry customers, so long
        as any such independent hotel or interval/timeshare industry customer as of the time of the
        initial sale does not consist of more than XXX separate properties operating under a common
        hotel or interval/timeshare name; and/or


        
        (iv) Service and sell bed products and services (specifically excluding the
        Radisson Bed) to the Specified Interval/Timeshare Customers.


         


        
        Notwithstanding the foregoing, the parties agree and acknowledge that Select
        Comfort may only sell the Radisson Bed to Persons currently operating a Hotel within the
        Radisson System and may not otherwise sell the Radisson Bed to any other Person for use in
        the hotel or interval/timeshare industry outside of the Radisson System for the Term of
        this Agreement.


        
         


        - 4
        -

        

        

        


        
        B.         
        Sales and Marketing to Exceptional Category of Hotel and
        Interval/Timeshare
        Industry.           At
        any time during the Term of this Agreement, Carlson properties and/or cruise ships that
        compete in the Exceptional Category of the hotel or interval/timeshare industry may
        purchase and install Radisson Beds under the terms of this Agreement. On or after July 1,
        2007, Select Comfort may service and sell bed products and services (specifically excluding
        the Radisson Bed), on a non-exclusive basis, to any Person in the Exceptional Category of
        the hotel or interval/timeshare industry. Select Comfort will offer to Carlson properties
        and/or cruise ships, on a non-exclusive basis, a similar program as Select Comfort may
        offer to other customers in the Exceptional Category, provided that the Carlson opportunity
        represents comparable volume potential for Select Comfort versus an alternative
        brand.


        
         


        
        C.         
        Select Comfort’s Rights to Market to Permitted
        Properties.  Select Comfort shall be permitted to
        undertake any sales or marketing activities that it may determine to be reasonably
        necessary or appropriate in order to facilitate the sale of beds and related services
        (specifically excluding the Radisson Bed) to hotel or interval/timeshare industry customers
        to which it is permitted to sell any bed products and services consistent with the terms of
        Section 2.2A or Section 2.2B above (any such hotel or interval/timeshare property is
        referred to herein as a “Permitted Property”). Select Comfort will provide
        Radisson with prior notice of its planned sales or marketing activities in a reasonable
        level of detail (including without limitation planned participation in trade shows, planned
        advertising placements, planned product offerings to the hospitality industry and similar
        significant initiatives) and an opportunity for discussion of such planned sales and
        marketing activities during the periodic review meetings contemplated by Section
        3.2.


        
         


        
        D.         
        Permitted Properties’ Rights to Market the Sleep Number
        Bed.        Any Permitted
        Property that is currently or hereafter becomes a registered owner of Sleep Number beds may
        engage in any local advertising or in-hotel educational or promotional programs or
        advertising that it may determine in its sole discretion to be reasonably necessary or
        appropriate so long as such advertising does not infringe the intellectual property rights
        of Radisson. Radisson will be solely responsible for enforcement of its intellectual
        property rights. Select Comfort shall not have any responsibility with respect to the
        enforcement of Radisson’s intellectual property rights relative to any Permitted
        Property or otherwise.


        
         


        
        Select Comfort shall not fund any local advertising with respect to or in
        conjunction with any Permitted Property located in any Designated Market Area
        (“DMA”) where there is a Hotel in the Radisson System. In addition, Select
        Comfort shall not fund any local advertising with respect to or in conjunction with any
        Permitted Property located in any DMA as to which Radisson has notified Select Comfort that
        there will be a Hotel in the Radisson System within such DMA. Notwithstanding the
        foregoing, however, Select Comfort shall not be restricted at any time from funding any
        local advertising with respect to or in conjunction with any Permitted Property located in
        the XXX.


        
         


        
        Radisson understands and agrees that Select Comfort has no right or
        authority to impose limits on advertising or promotional practices of any Permitted
        Property.


        
         


        - 5
        -

        

        

        


        
        Select Comfort will review with Radisson on at least a bi-annual basis, as a
        part of the periodic review meetings contemplated by Section 3.2 below, the status and
        direction of Select Comfort’s hospitality and interval/timeshare business.


        
         


         


        
        ARTICLE 3 – MARKETING OBLIGATIONS AND PERIODIC REVIEW
        MEETINGS


         


        
            	
                        
                        3.1.

                    	
                        
                        Marketing Obligations

                    


        


         


        
        A. Commitment to Sustained Marketing
        Support.     Both parties are committed
        to providing sustained Marketing support for the promotion of the Bed Mark (as hereinafter
        defined) through the Term of this Agreement. The parties agree to continue to meet
        semi-monthly for planning and execution of Marketing activities to be funded by the
        Marketing Fund as defined below.


        
         


        
        B. Marketing
        Fund.    To support the Marketing activities
        contemplated hereby, the parties will continue the Select Comfort/Radisson joint marketing
        fund (the “Marketing Fund”) with Select Comfort contributing to the Marketing
        Fund each year an amount equal to (a) XXX per Radisson Bed sold to a Hotel hereunder during
        such year and (b) XXX of net sales tracked to Radisson referrals during such year
        determined in accordance with Select Comfort’s current tracking mechanisms. The
        Marketing Fund shall be devoted to promoting the co-owned brand mark and other mutually
        beneficial Marketing activities. Spending from the Marketing Fund shall be controlled XXX
        by Select Comfort and XXX by Radisson, but all spending must be pre-approved by both
        parties at the semi-monthly planning and execution meetings.


        
         


        
        C. Specific Marketing and Promotional
        Agreements.    During the Term of this Agreement,
        the parties agree that:


        
         


        
        1.         Radisson will be the
        only hospitality partner named or identified in any permanent in-store signage at Select
        Comfort company-owned retail locations;


        
        2.         Radisson will be the
        only hospitality partner named or identified in Select Comfort’s national
        advertising, including infomercials, national print advertising, national television tags
        and other national advertising vehicles;


        
        3.         Radisson will have
        priority placement and identification on Select Comfort’s web site when listing hotel
        locations;


        
        4.         Select Comfort and
        Radisson will jointly develop and execute in-room and in-hotel materials designed to
        educate Radisson guests on the use of the Radisson Bed at or similar to the parties’
        prior commitment to this initiative;


        
        5.         Select Comfort and
        Radisson will jointly develop and execute Select Comfort product offerings for Radisson
        guests via key card holders and other agreed upon vehicles.


         


        - 6
        -

        

        

        


        
        The parties agree that any proprietary concepts or materials developed by
        Radisson, and any trademarks (registered or unregistered) that are owned or developed by
        Radisson, shall be for the exclusive use of Radisson Hotels in the hotel and/or interval
        timeshare industry and in no event will Select Comfort provide, authorize or permit any
        Permitted Property to use any such proprietary concepts or materials developed by Radisson,
        or any trademarks owned or developed by Radisson. Notwithstanding the foregoing, Radisson
        shall not have any claim of exclusivity within the hotel and/or interval timeshare industry
        with respect to concepts or materials as to which Select Comfort can demonstrate, through
        documentary evidence within its files, prior conceptualization or research or development
        activities.


         


        
            	
                        
                        3.2.

                    	
                        
                        Periodic Review Meetings

                    


        


         


        
        In an effort to keep both parties fully informed as to the status of any all
        aspects of this Agreement, and periodically throughout the year, representatives of
        Radisson and Select Comfort will meet and review the status of the program contemplated by
        this Agreement. Each such meeting will take Radisson’s and Select Comfort’s
        mutual objectives into account, and will be aimed at improving and re-evaluating the
        program if the parties deem it necessary. Additionally, the meetings will specifically
        address any warranty reports delivered pursuant to Section 6.2 hereof and the parties will
        endeavor to reasonably and mutually resolve any warranty issues in a fair and equitable
        manner. Quarterly review meetings will take place every quarter on or about January 1,
        April 1, July 1 and October 1 of each year through the term of this Agreement.


         


         


        
        ARTICLE 4 – PRODUCT FEATURES, JOINT TRADEMARK RIGHTS AND OTHER
        INTELLECTUAL PROPERTY RIGHTS


         


        
            	
                        
                        4.1.

                    	
                        
                        Joint Trademark Rights

                    


        


        
         


        
        The Radisson Beds manufactured, sold and marketed pursuant to this Agreement
        will be manufactured, marketed and sold under the trade name and the logo and design
        specified on Exhibit 4.1 attached hereto and made a part hereof (the “Bed
        Marks”). The Bed Marks will be jointly owned by the parties hereto and will be used
        solely and exclusively for the purposes specified in this Agreement. The parties agree to
        cooperate in connection with any registration of the Bed Marks in order to fully recognize
        and protect the joint ownership of the Bed Marks contemplated by this Agreement. Any use of
        the Bed Mark, other than as expressly permitted under this Agreement, shall be an
        infringement of the non-user’s intellectual property rights. Notwithstanding the
        foregoing, each of the parties hereto will have the right to use any aspect of the Bed
        Marks that is currently used as, or as a part of, a trademark, trade name, service mark or
        similar mark owned and/or used by such party.


        
         


        
        Nothing in this Agreement shall ever be construed as giving Select Comfort
        any right, title or interest in the Radisson Marks, or as giving Radisson any right, title
        or interest in the Select Comfort Marks, except to the extent that any such marks are
        incorporated in


        
         


        - 7
        -

        

        

        


        
        the Bed Marks, which may be used in accordance with this Agreement, and
        except for such use as may be consistent with the prior written approval of the owner of
        the respective marks for purposes of the Marketing efforts contemplated by this Agreement.
        Upon termination or expiration of this Agreement, all use of the Bed Marks shall cease and
        any other permitted use of the Radisson Marks by Select Comfort or the Select Comfort Marks
        by Radisson shall cease.


        
         


        
            	
                        
                        4.2

                    	
                        
                        Other Intellectual Property Rights

                    


        


         


        
        Except for the Bed Marks to be jointly owned and limited to use in
        accordance with the terms of this Agreement and except for the Radisson Marks, which shall
        remain the sole and exclusive property of Radisson, all other intellectual property rights
        of any kind or description related to the Radisson Beds or any other beds marketed or sold
        by Select Comfort, or their manufacture, marketing and sale, including without limitation
        any patents, patent applications, patentable features, designs or processes, trade secrets,
        trademarks, trade names, service marks or similar intellectual property rights of any kind
        or description shall remain the sole and exclusive property of Select Comfort.


         


        
            	
                        
                        4.3

                    	
                        
                        Innovation and Development

                    


        


         


        
        From time to time, it is anticipated that Select Comfort will develop new
        technologies, product features, or enhancements (collectively, “Enhancements”).
        Select Comfort will keep Radisson informed of Enhancements during periodic meetings and
        will make any such Enhancement available to Radisson before or at the same time that any
        such Enhancement is made available in any other bed offered by Select Comfort to any other
        customer for use in the hotel and interval/timeshare industry and at pricing to be
        determined by Select Comfort.


         


         


        
        ARTICLE 5 – PRODUCT PRICING AND PRODUCT
        ORDERS


         


        
            	
                        
                        5.1.

                    	
                        
                        Product Pricing

                    


        


         


        
        The pricing terms for the Radisson Bed are set forth in Exhibit 5.1
        (“Radisson Pricing”) attached hereto and made a part hereof. The Radisson
        Pricing will be adjusted by Select Comfort to reflect any Enhancements accepted by Radisson
        at the pricing to be determined by Select Comfort in accordance with Section 4.3.
        Notwithstanding the foregoing, Select Comfort will offer to sell to Radisson any product
        sold by Select Comfort to any other customer for use in the hotel and interval/timeshare
        industry at the lowest price for which such product is offered by Select Comfort to such
        other customers.


        
         


        
            	
                        
                        5.2.

                    	
                        
                        Product Orders

                    


        


        
         


        
        All orders for Radisson Beds will be placed by the Hotels through Guest
        Supply, Inc. If Guest Supply, Inc. fails to adequately coordinate such orders on behalf of
        the Hotels, Radisson may, in its sole discretion: (1) identify a suitable replacement
        (which shall be


         


        - 8
        -

        

        

        



        
        subject to Select Comfort’s reasonable approval); or (2) assume
        responsibility for the Hotels’ orders. Select Comfort will provide reasonable
        assistance to Guest Supply in the development of order guidelines to be used by the Hotels
        when placing orders. All orders shall allow for a minimum of sixty (60) days from the date
        of order to the date of delivery. Select Comfort also agrees that orders of Radisson Beds
        for the Hotels under this program will be processed on a priority basis versus any other
        bed orders that Select Comfort may receive from the Hotel or Interval/Timeshare
        Industry.


         



        
            	
                        
                        5.3.

                    	
                        
                        Moratorium on Delivery and
                        Installation

                    


        


        
         


        
        Radisson acknowledges and agrees that Select Comfort shall not be obligated
        to deliver or install any Radisson Beds between November 15 of each year and January 1 of
        the following year without its prior written consent.


         


         


        
        ARTICLE 6 – INSTALLATION, TRAINING, CUSTOMER SERVICE AND
        WARRANTY


         


        
            	
                        
                        6.1.

                    	
                        
                        Installation and Training

                    


        


         


        
        Select Comfort will provide installation services, and training to Hotel
        staff on installation and maintenance, in connection with the first twenty-four (24)
        Radisson Beds installed at each Hotel for the “Total” price set forth on
        Exhibit 5.1. After installation of the first 24 Radisson Beds at a Hotel, the Hotel will
        have the option to purchase installation services for the price set forth on Exhibit 5.1 or
        to install the Radisson Beds at the Hotel’s expense.


        
         


        
            	
                        
                        6.2

                    	
                        
                        Customer Service and Warranty

                    


        


        
         


        
        Select Comfort will establish a toll-free customer service line for the
        benefit of both Hotel employees and guests. Select Comfort agrees to provide Radisson a
        monthly report summarizing calls received from Hotels, in order for the parties to
        proactively address common issues as they arise. Each Radisson Bed purchased by the Hotels
        during the Term of this Agreement will be covered by the warranty terms set forth on
        Exhibit 6.2 attached hereto and made a part hereof. Select Comfort also agrees to provide
        Radisson a monthly report summarizing all warranty-related “activity” by the
        Hotels, including specific Radisson Bed components replaced or repaired, and whether or not
        such activity was covered under the applicable warranty. Upon a sale of a Hotel with the
        Radisson Beds, or upon a Hotel leaving the Radisson System for any reason, the warranty
        will continue to be applicable for the remaining term of the warranty so long as the
        Radisson Beds remain in the Hotel.


         

        

        

        


        - 9
        -

        

        

        


        
        ARTICLE 7 – PRODUCT LIABILITY AND LEGAL
        REQUIREMENTS


         


        
            	
                        
                        7.1.

                    	
                        
                        Product Liability

                    


        


         


        
        Select Comfort will indemnify, defend and hold harmless Radisson and its
        Affiliates against and from any claims for bodily injury or property damage caused by any
        defect in the design, materials or manufacturing of the Radisson Beds, or otherwise caused
        by any unreasonable risk or hazard presented by the Radisson Beds as used in the ordinary
        course and for the intended purposes (“Product Liability Claims”). While
        Product Liability Claims will ultimately not include any injury or damage caused by any
        abuse or misuse of the Radisson Beds not caused by Select Comfort or any injury or damage
        caused by the negligence or willful misconduct of Radisson, its Affiliates, the Hotels or
        the guests of the Hotels, Select Comfort upon notice by Radisson will be the
        “Indemnifying Party” as defined in Section 12.3 herein for any Product
        Liability Claim related to the Radisson Beds, unless it is reasonably apparent on the face
        of such claim that it is not a Product Liability Claim, or if not reasonably apparent,
        until such time as a court of competent jurisdiction determines that such a claim is not a
        Product Liability Claim.


         


        
            	
                        
                        7.2.

                    	
                        
                        Select Comfort’s Legal
                        Responsibility

                    


        


         


        
        Select Comfort represents and warrants that each of the Radisson Beds sold
        and delivered hereunder, at the time of its sale and delivery, will be in full compliance
        with all Legal Requirements applicable to the sale and delivery of the Radisson Beds for
        the purposes intended by this Agreement, including flammability standards applicable to
        mattresses for commercial use in the country, state or province in which its Radisson Beds
        are installed. Select Comfort assumes no responsibility whatsoever for any Legal
        Requirements applicable to the ownership or operation of the hotel properties, including
        without limitation any applicable zoning, fire code or similar requirements of the
        jurisdictions in which the respective hotels are owned and operated.


         


        
            	
                        
                        7.3.

                    	
                        
                        Radisson’s and the Hotel’s Legal
                        Responsibility

                    


        


         


        
        The Hotels will be solely responsible for the operation of their respective
        hotel properties in full compliance with all Legal Requirements applicable to the ownership
        and operation of hotel properties, including all applicable zoning, fire code and other
        similar requirements of the jurisdictions in which the respective hotels are owned and
        operated. Radisson assumes no duty to review, inspect or approve the Radisson Beds with
        respect to compliance with any Legal Requirements. Radisson’s inspections, reviews or
        approvals are solely for the purpose of determining compliance with its design standards
        and with respect to operational considerations, and presentation of the Radisson Marks.
        Radisson’s approval is not an assurance, representation or warranty: (i) that the
        Radisson Bed has been manufactured in accordance with Legal Requirements; or (ii) that all
        or any part of the Radisson Bed is safe, suitable, fit or proper for its intended use or
        purpose. This applies even though Radisson may have commented on any of these matters in
        connection with any inspections, reviews or approvals. Radisson is not responsible for
        compliance with, and


         


        - 10
        -

        

        

        





        Select Comfort must not rely on any information Radisson provides with
        respect to the applicability of or compliance with, any Legal Requirements regarding the
        manufacturing, selling, installation or operation of the Radisson Beds.


         


        
        ARTICLE 8 – OWNERSHIP OF CUSTOMER
        INFORMATION/DATABASES


         


        
            	
                        
                        8.1.

                    	
                        
                        Ownership of Customer Information

                    


        


         


        
        Each party acknowledges that the other’s proprietary databases are
        valuable assets of such other party’s enterprise. As such, nothing in this Agreement
        will affect the ownership of information on customers that already exists in each
        party’s databases currently, or which may be added in the future through other
        sources.


         


         


        
        ARTICLE 9 – FORCE MAJEURE


         


        
            	
                        
                        9.1.

                    	
                        
                        Definition of Force Majeure

                    


        


         


        
        “Force Majeure” means any event or condition, not existing as of
        the date of signature of this Agreement, not reasonably foreseeable as of such date and not
        reasonably within the control of either party, which reasonably prevents in whole or in
        material part the performance by one of the parties of its obligations hereunder or which
        renders the performance of such obligations so difficult or costly as to make such
        performance commercially unreasonable. Without limiting the foregoing, the following will
        constitute events or conditions of Force Majeure: acts of State or governmental action
        (including specifically the failure of any government to grant any license, authorization
        or approval required for performance of this Agreement), riots, war, strikes, lockouts,
        prolonged shortage of energy supplies or utilities, epidemics, fire, flood, hurricane,
        typhoon, earthquake and explosion.


         


        
            	
                        
                        9.2.

                    	
                        
                        Notice

                    


        


         


        
        Upon giving notice to the other party, a party affected by an event of Force
        Majeure shall be released without any liability on its part from the performance of its
        obligations under this Agreement, except for the obligation to pay any amounts due and
        owing hereunder, but only to the extent and only for the period that its performance of
        such obligations is prevented by the event of Force Majeure. Such notice shall include a
        description of the nature of the event of Force Majeure, and its cause and possible
        consequences. The party claiming Force Majeure shall promptly notify the other party of the
        termination of such event. During the period the performance of one of the parties of its
        obligations under this Agreement has been suspended by reason of an event of Force Majeure,
        the other party may likewise suspend performance of all or part of its obligations, except
        for the obligation to pay amounts due and owing, to the extent commercially
        reasonable.


         

        

        


        - 11
        -

        

        

        


        
            	
                        
                        9.3.

                    	
                        
                        Confirmation

                    


        


         


        
        The party invoking Force Majeure shall provide to the other party with
        written confirmation of the existence of the circumstances constituting Force Majeure. Such
        evidence may consist of a statement or certificate of an appropriate governmental
        department or agency where available, or a statement describing in detail the facts claimed
        to constitute Force Majeure.


         


        
            	
                        
                        9.4.

                    	
                        
                        Suspension of Performance

                    


        


         


        
        If an event of Force Majeure occurring at any time after the execution of
        this Agreement prevents performance hereunder by either party and continues for more than
        six (6) consecutive months, either party shall have the right to terminate this agreement
        on written notice to the other without any liability hereunder, except the obligation to
        make payments due to such date.


         


         


        
        ARTICLE 10 – TERMINATION


         


        
            	
                        
                        10.1.

                    	
                        
                        Termination

                    


        


         


        
        This Agreement may be terminated prior to its ending date for the
        following:


         


        
        A.        By either party effective
        immediately upon notice to the other party in the event of the filing of a voluntary or
        involuntary bankruptcy petition by such other party, an assignment for the benefit of
        creditors by such other party, or the appointment of a receiver for such other party;
        or


         


        
        B.        By either party, if the
        other party is in material breach of its obligations contained in this Agreement, and such
        breach is not cured to the reasonable satisfaction of the non-breaching party within a
        period of thirty (30) days after written notice setting out the breach in reasonable
        detail. If the material breach is such that it cannot reasonably be cured within thirty
        (30) days, then the non-breaching party may not terminate this Agreement as long as the
        party in breach begins the cure within thirty (30) days and proceeds diligently and in good
        faith to accomplish the cure. If such breach is not cured to the reasonable satisfaction of
        the non-breaching party within ninety (90) days after the initial written notice, the
        Agreement may be terminated.


         


         


        
        ARTICLE 11 – INSURANCE


         


        
            	
                        
                        11.1.

                    	
                        
                        Policy Coverage and Amount

                    


        


         


        
        At no cost to Radisson, during the term of this Agreement, Select Comfort
        will maintain commercial general liability insurance (with products and completed
        operations coverage) on an occurrence basis with combined single-limit coverage for
        personal and bodily injury

        


        - 12
        -

        

        

        



  
        and property damage of at least ten million dollars
        ($10,000,000) per occurrence. The policies must also provide for the following:

        


        
        A.       “Radisson Hotels
        International, Inc. and its subsidiaries and its Affiliates” must be named as
        additional insureds; and


         


        
        B.        Radisson must receive 30
        days’ notice of any cancellation, non-renewal and material changes in the
        policy.


         


        
            	
                        
                        11.2.

                    	
                        
                        Qualifications and Evidence

                    


        


        
         


        
        Select Comfort will obtain all policies with companies having a Best Rating
        of A-V or better, or otherwise reasonably acceptable to Radisson. Select Comfort will
        provide Radisson with certificates of insurance acceptable to Radisson evidencing that the
        policies are in effect within 30 days of the date of this Agreement, and at least 10 days
        prior to the expiration of any policy.


         


        
            	
                        
                        11.3.

                    	
                        
                        Waiver of Subrogation and Release

                    


        


        
         


        
        Wherever Radisson cannot be named as an additional insured under any
        insurance coverage required pursuant to this Agreement, Select Comfort will require the
        insurance company to include in the policy that the insurance company has no right of
        subrogation against Radisson or their respective Affiliates.


        
         


        
        The required policies are for Select Comfort’s, Radisson’s and
        its Affiliates’ benefit and protection. Radisson makes no warranty or representation
        that the policies are adequate for Select Comfort’s needs whatsoever. The insurance
        coverage required to be obtained by Select Comfort is the primary coverage for Select
        Comfort’s obligation to maintain the required insurance and is not limited in any way
        because of any insurance that Radisson or its Affiliates carries. Neither Select Comfort
        nor any of its insurance providers will deny coverage of any losses, whether by Select
        Comfort, Radisson or its Affiliates because of any insurance that Radisson or its
        Affiliates carry, and Select Comfort has no right to any additional coverage obtained by
        Radisson or its Affiliates.


         


         


        
        ARTICLE 12 - INDEMNIFICATION; ATTORNEYS’ FEES


         


        
            	
                        
                        12.1.

                    	
                        
                        Indemnification by Select Comfort

                    


        


         


        
        Select Comfort agrees to indemnify and hold harmless Radisson and its
        Affiliates against and from, all Payments due to any Claim, brought by or on behalf of any
        Third Party or otherwise, with respect to:


        
         


        
            	
                        
                         

                    	
                        
                        A.

                    	
                        
                        Any breach by Select Comfort of its obligations under this
                        Agreement; or

                    


        


         

        


        - 13
        -

        

        

        


        
            	
                        
                         

                    	
                        
                        B.

                    	
                        
                        Any misrepresentation or breach of warranty by Select
                        Comfort under this Agreement; or

                    


        


         


        
            	
                        
                         

                    	
                        
                        C.

                    	
                        
                        Any Product Liability Claim.

                    


        


         


        
        Select Comfort’s obligations under this Section 12.1 do not apply to
        any Claim that is directly caused by Radisson’s or any of its Affiliates negligence
        or willful misconduct. For purposes of this Article, Radisson and its Affiliates includes
        their respective officers, directors, shareholders, managers, members, governors,
        employees, agents, Third Party contractors, successors and assigns.


         


        
            	
                        
                        12.2.

                    	
                        
                        Indemnification by Radisson

                    


        


         


        
        Radisson agrees to indemnify and hold harmless Select Comfort and its
        Affiliates against and from, all Payments due to any Claim, brought by or on behalf of any
        Third Party or other wise, with respect to:


        
         


        
            	
                        
                         

                    	
                        
                        A.

                    	
                        
                        Any breach by Radisson of its obligations under this
                        Agreement; or

                    


        


        
         


        
            	
                        
                         

                    	
                        
                        B.

                    	
                        
                        Any misrepresentation or breach of warranty by Radisson
                        under this Agreement; or

                    


        


         


        
            	
                        
                         

                    	
                        
                        C.

                    	
                        
                        Any claim asserted by any owner or operator of a Hotel in
                        the Radisson System under any franchise or similar agreement between
                        Radisson and any other party or under any applicable franchise, business
                        opportunity or similar law or provision.

                    


        


         


        
        Radisson’s obligations under this Section 12.2 do not apply to any
        Claim that is directly caused by Select Comfort’s or any of its Affiliates negligence
        or willful misconduct. For purposes of this Article, Select Comfort and its Affiliates
        includes their respective officers, directors, shareholders, managers, members, governors,
        employees, agents, Third Party contractors, successors and assigns.


         


        
            	
                        
                        12.3.

                    	
                        
                        Notice and Opportunity to Defend

                    


        


         


        
        In the event that any party shall become entitled to indemnification under
        this Agreement, whether due to the assertion of a claim by any third party or otherwise,
        the party entitled to indemnification hereunder (the “Indemnified Party”) shall
        promptly notify the party responsible to provide indemnification hereunder (the
        “Indemnifying Party”) specifying in reasonable detail the facts underlying the
        claim for indemnification. The Indemnifying Party shall not be relieved of its
        responsibility to provide indemnification under this Agreement due to any failure of the
        Indemnified Party to provide timely notice of a claim for indemnification hereunder unless
        the delay in providing such notice shall have materially compromised the Indemnifying
        Party’s ability to fully and adequately defend the claim.


         



        
        Within ten (10) business days following the receipt of a claim for
        indemnification from any Indemnified Party hereunder, the Indemnifying Party shall notify
        the Indemnified Party as to whether the Indemnifying Party will assume the defense of any
        third party claim underlying




        - 14
        -

        

        

        


        
        the claim for indemnification hereunder. In the event that the
        Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall be
        entitled to fully control the defense of the claim and to settle, negotiate or compromise
        the claim, so long as any such settlement or compromise does not result in any injunctive
        or similar non-monetary judgment against the Indemnified Party that has any ongoing effect
        and so long as the Indemnified Party is fully indemnified against any monetary judgment
        arising from such claim. Upon notice thereof to the Indemnifying Party, the Indemnified
        Party shall be entitled, at the expense of the Indemnified Party, to monitor and
        participate in the defense of the indemnified claim, subject to the control of the
        Indemnifying Party.


        
         


        
            	
                        
                        12.4.

                    	
                        
                        Survival

                    


        


         


        
        The indemnification and other obligations contained in this Article will
        continue in full force and effect subsequent to and notwithstanding the expiration or
        termination of this Agreement.


         


         


        
        ARTICLE 13 – INJUNCTIVE RELIEF


         


        
            	
                        
                        13.1.

                    	
                        
                        Availability of Injunctive Relief

                    


        


         


        
        A breach of this Agreement by either Select Comfort or Radisson relating to
        any of the matters set out below may cause irreparable harm to Radisson or Select Comfort,
        as the case may be, for which monetary damages may be an inadequate remedy. Therefore, in
        such event, in addition to any other remedies Radisson or Select Comfort may have under
        this Agreement or at law or in equity, Radisson or Select Comfort may seek and obtain the
        entry of temporary or permanent injunctions and orders of specific performance enforcing
        the provisions of this Agreement with respect to: (i) the Radisson Marks, the Select
        Comfort Marks or the Bed Mark; (ii) the System; (iii) the obligations of Select Comfort or
        Radisson, as the case may be, upon termination or expiration of this Agreement; (iv) the
        unauthorized disclosure or threatened disclosure of proprietary or confidential information
        of either party; or (vi) any act or omission by either party or either party’s
        employees that: (a) constitutes a violation of any Legal Requirement; or (b) may impair the
        good will associated with the Radisson Marks, the Select Comfort Marks, the Bed Marks or
        the business enterprise of either of the parties hereto.


         


        
            	
                        
                        13.2.

                    	
                        
                        No Necessity for Posting of Bond

                    


        


         


        
        Unless required by the court granting any such injunctive relief, neither
        party shall be required to post a bond or other security with respect to obtaining
        injunctive relief under this Agreement.


         


         


        - 15
        -

        

        

        


        
        ARTICLE 14 – CONFIDENTIALITY


         


        
            	
                        
                        14.1.

                    	
                        
                        Confidentiality

                    


        


         


        
        The parties agree that (i) the specific terms of this Agreement, (ii) all
        information as to source, quantity, and price of goods and services, and (iii) all
        information regarding either party’s products, business, customers, or methods of
        operation learned during the term of this Agreement or in anticipation of entering into
        this Agreement shall be maintained in confidence and not be released to any third party for
        any reason whatsoever other than: (i) pursuant to a validly issued subpoena from a court or
        governmental authority having jurisdiction over the party or pursuant to a discovery
        request made under the Federal Rules of Civil or Criminal Procedure or similar state court
        rules and to which the party is required to respond or as may be required to implement the
        terms of this Agreement; or (ii) as may be required by applicable rules of the Securities
        and Exchange Commission (the “SEC”) as reasonably determined by counsel to any
        party hereto with a class of securities registered under the Securities Exchange Act of
        1934, subject, in each case, to reasonable notification to the other party prior to release
        of such information, in order to allow the other party an opportunity to oppose such court
        action or governmental authority or to participate in the process to seek confidential
        treatment of any information otherwise required to be filed under applicable SEC rules. All
        confidential and proprietary information, which the parties have obtained from each other,
        shall be returned upon the expiration or earlier termination of this Agreement. The
        provisions of this paragraph shall survive the expiration or earlier termination of this
        Agreement.


         


         


        
        ARTICLE 15 – MISCELLANEOUS


         


        
            	
                        
                        15.1.

                    	
                        
                        Severability

                    


        


         


        
        All provisions of this Agreement are severable. If pursuant to the decision
        of any court having jurisdiction, any provisions, in whole or in part are not enforceable,
        the remainder of this Agreement will continue to be in full force and effect, and the
        applicable parts of the affected provisions are superceded and modified by such applicable
        law. If either party can establish that such modifications would constitute a material
        deviation from the general purpose and intent of this Agreement, either party may terminate
        this Agreement on not less than thirty (30) days’ notice. A valid termination
        pursuant to this Section is without liability by either party to the other party except for
        any causes of action a party has against the other for matters occurring up to and through
        the date of such termination.


         


        
            	
                        
                        15.2.

                    	
                        
                        Waiver

                    


        


        
         


        
        The failure, refusal or neglect of one party to require the other party to
        comply with any provision of this Agreement, in whole or in part, does not constitute a
        waiver by the former of its right to require full compliance with the same or different
        provisions in the future, regardless of the acceptance of payments or performance by the
        party seeking compliance.


         


        - 16
        -

        

        

        


        
            	
                        
                        15.3.

                    	
                        
                        Governing Law

                    


        


        
         


        
        The interpretation, validity and enforcement of this Agreement and the
        relationship between the parties is subject to and governed by the laws (statutory or
        otherwise) of the State of Minnesota without regard to its conflicts of laws
        provisions.


         


        
            	
                        
                        15.4.

                    	
                        
                        Venue and Jurisdiction

                    


        


        
         


        
        All Claims whatsoever, arising out of or related to this Agreement in any
        way, must be commenced, filed and litigated before a court of competent jurisdiction
        located in Hennepin County, Minnesota. Both parties submit to personal jurisdiction of the
        State and Federal courts in such county for such purpose.


         


        
            	
                        
                        15.5.

                    	
                        
                        Jury Waiver

                    


        


        
         


        
        Each party knowingly and voluntarily waives the right to a trial by jury in
        any litigation arising under, as a result of or in connection with this Agreement or any
        franchise or business opportunity laws.


         


        
            	
                        
                        15.6.

                    	
                        
                        Claims

                    


        


        
         


        
        Except for those Claims that are brought pursuant to the indemnification or
        insurance coverage required under Articles 10 and 11 hereof, upon expiration or termination
        of this Agreement, neither party will commence any cause of action related to or arising
        out of this Agreement, unless commenced within one year following the effective date of
        expiration or termination.


         


        
            	
                        
                        15.7.

                    	
                        
                        Entire Agreement

                    


        


        
         


        
        This Agreement, including the exhibits attached hereto and made a part
        hereof and any amendments hereto that are validly executed and delivered by each of the
        parties hereto, collectively constitutes the entire agreement between the parties with
        respect to the subject matter hereof, and this Agreement supersedes and terminates all
        prior agreements or understandings, either oral or in writing, between the parties hereto.
        Any representations, warranties, inducements, promises, understandings or agreements
        between the parties, which are not in writing and signed by the parties, are void and not
        enforceable.


         


        
            	
                        
                        15.8.

                    	
                        
                        Modifications

                    


        


        
         


        
        Oral modifications to this Agreement, including those by way of release,
        amendment, waiver or otherwise, are not valid or enforceable. The parties may modify this
        Agreement only by a written agreement signed by a duly authorized representative of each
        party.


         

        


        - 17
        -

        

        

        


        
            	
                        
                        15.9.

                    	
                        
                        Headings

                    


        


        
         


        
        The headings of the Articles and Sections of this Agreement are for
        convenience of reference only and do not define, limit or construe their
        contents.


         


        
            	
                        
                        15.10.

                    	
                        
                        Notices

                    


        


        
         


        
        Any notices required or permitted under this Agreement must be in writing
        and must be delivered either personally, by fax, by Certified United States Mail or by
        reliable expedited delivery companies including Federal Express, Airborne Express and DHL.
        Notices by fax are deemed delivered and received upon transmission with a confirmation of
        such transmission. Notices by Certified United States Mail are deemed delivered and
        received on the second business day immediately following the day on which the notice was
        given to the United States Postal Service. Notices by expedited delivery are deemed
        delivered and received on the business day immediately following the day on which the
        notice was given to the expedited delivery company. Information for notices is as indicated
        in the first paragraph of this Agreement.


         


        
            	
                        
                        15.11.

                    	
                        
                        Execution/Counterparts

                    


        


        
         


        
        The parties may sign more than one identical copy of this Agreement, each of
        which is an original. When parties sign different, but identical copies of this Agreement,
        the copies constitute one Agreement.


         


        
            	
                        
                        15.12.

                    	
                        
                        Attorneys’ Fees

                    


        


        
         


        
        All reasonable and necessary costs and expenses, including attorneys’
        fees, incurred by Radisson or Select Comfort in enforcing any provisions of this Agreement,
        or in asserting or defending against any Claims brought by one party against the other
        party under this Agreement, whether through injunctive relief or otherwise, will be paid by
        the non-prevailing party to the prevailing party in such action.


         


        
            	
                        
                        15.13.

                    	
                        
                        Actions by Others

                    


        


        
         


        
        Where either party to this Agreement is prohibited by this Agreement from
        directly taking any action, or where action by either party to this Agreement would
        constitute a default, such party agrees that it will not encourage, authorize or permit any
        other Person, directly or indirectly or under its direct or indirect control to take such
        action.


         


        
            	
                        
                        15.14.

                    	
                        
                        Performance through Others

                    


        


        
         


        
        Either of the parties hereto may perform any or all of its obligations under
        this Agreement directly or through one or more of its wholly owned subsidiaries, provided
        however, that the assignment to or performance of any such obligations by any such
        subsidiary corporation will not relieve any party hereto of any of its primary
        responsibility under this Agreement. If any such obligations are performed by any such
        


         


        - 18
        -

        

        

        



        
        subsidiary corporation, the right to such performance will still run directly to the other
        party to this Agreement.


         




        
            	
                        
                        15.15.

                    	
                        
                        Survival

                    


        


        
         


        
        The provisions of Articles 7, 8, 12, 13, 14 and 15 hereof, and of Sections
        4.1 and 4.2 hereof, shall survive the termination of this Agreement and will continue to
        govern the rights and obligations of the parties hereto indefinitely following the
        termination of this Agreement.


         


        
            	
                        
                        15.16.

                    	
                        
                        Compliance with Laws

                    


        


        
         


        
        Notwithstanding any provision to the contrary, each party’s
        performance is subject to, and each party will comply with, all Legal Requirements,
        including those of all countries in which either party conducts business that prohibits
        unfair, fraudulent or corrupt business practices such as those that are comparable to the
        United States Foreign Corrupt Practices Act and the International Money Laundering
        Abatement and Anti-Terrorist Financing Act, otherwise known as the Patriot Act.


         


        
            	
                        
                        15.17.

                    	
                        
                        Time of the Essence

                    


        


        
         


        
        Time is of the essence in the performance of every provision of this
        Agreement.


         


        
            	
                        
                        15.18.

                    	
                        
                        Third Party Beneficiaries

                    


        


        
         


        
        This Agreement is for the sole benefit of the parties and is not for the
        benefit of any Third Parties.


        
         


        
            	
                        
                        15.19.

                    	
                        
                        Cumulative Rights

                    


        


        
         


        
        The remedies provided for in this Agreement are not exclusive. Either party
        is free to pursue such other remedies as may be available at law or in equity.


         


        
            	
                        
                        15.20.

                    	
                        
                        Use of Definitions/Terms

                    


        


        
         


        
        The use of another tense of the defined term, or its use as a noun,
        adjective or adverb, or otherwise, means the same as the defined term, modified by the
        context of the sentence in which it is used. All personal pronouns, whether used in the
        masculine, feminine or neuter gender, include all genders; the singular includes the plural
        and the plural includes the singular.


         


        
            	
                        
                        15.21.

                    	
                        
                        Copies

                    


        


        
         


        
        Photocopies and facsimiles of a signed original of this Agreement are fully
        binding and effective as originals.


         

        


        - 19
        -

        

        

        


        
            	
                        
                        15.22.

                    	
                        
                        Internal Policies

                    


        


        
         


        
        Each party’s internal policies and procedures, whether or not
        communicated to the other party, are intended for such first party’s use only, are
        not binding on such first party with respect to its relationship with the other party, and
        are not a part of or an amendment to this Agreement.


        
         


        
            	
                        
                        15.23.

                    	
                        
                        Exhibits

                    


        


        
         


        
        All exhibits attached to this Agreement are a part of it and fully
        incorporated into it.


        
         


        
            	
                        
                        15.24.

                    	
                        
                        Interpretation

                    


        


        
         


        
        Neither this Agreement nor any of its provisions is to be construed against
        or interpreted to the disadvantage of either party because a party drafted this Agreement
        or the provision.


        
         


        
            	
                        
                        15.25.

                    	
                        
                        Independent Contractor

                    


        


        
         


        
        Radisson and Select Comfort are each independent contractors. This Agreement
        does not create any relationship of joint venturers, partners, agents, servants, employees,
        fiduciaries or representatives of each other.


         


        
            	
                        
                        15.26.

                    	
                        
                        Definitions

                    


        


         


        
        The following definitions shall be used for purposes of this
        Agreement.


         


        
        Affiliate. Any Person Controlled by,
        Controlling or under common Control with either party.


         


        
        Claim. Any claim, challenge, demand, cause of
        action, lawsuit, dispute, controversy, investigation or administrative
        proceeding.


        
         


        
        Control. The right or ability, directly or
        indirectly, to cause a Person to act in accordance with another Person’s
        instructions.


        
         


        
            	
                        
                         

                    	
                        
                        Exceptional
                        Category.

                    	
                        
                        XXX

                    


        


        
         


        
        Governmental Authority. Any governmental
        entity, and any political or other subdivision of any governmental entity, and any agency,
        department, commission, board, bureau, court or instrumentality of any of them, which, at
        any time, has competent jurisdiction over aspect of this Agreement.


        
         


        
        Hotel. A Radisson hotel operated in the United
        States, Canada or the Caribbean using the System pursuant to a written agreement with
        Radisson.


        
         

        


        - 20
        -

        

        

        


        
        Legal Requirements. Any law, code, ordinance,
        order, decision, rule or regulation of any Governmental Authority.


        
         


        
        Marketing. All activities related to marketing,
        sales, advertising, promotion and public relations with respect to the Hotels, the System,
        and the Radisson Beds pursuant to this Agreement, as more specifically identified on
        Exhibit 3.1 attached hereto and made a part hereof.


        
         


        
        Payments. All payments of money, including
        those with respect to fines, penalties, taxes, losses, damages, costs and expenses, such as
        reasonable attorney fees, investigation expenses, court costs, deposition expenses, and
        travel and living expenses.


        
         


        
        Person. Any natural person or legal entity,
        including trustees, representatives, administrators, heirs, executors, partnerships,
        corporations, limited liability companies, trusts, unincorporated organizations and
        governmental agencies, departments and branches.


        
         


        
        Purchase.  Transmission of the
        property rights to the Radisson Beds from Select Comfort to the Hotels via sale, discount,
        negotiation, pledge, lien, issue or re-issue, or any other voluntary transaction creating
        an interest in the Radisson Beds, including contracts to purchase. In any event, the term
        “purchase” shall mean that the purchaser shall have fully paid for and taken
        delivery of the purchased goods.


        
         


        
        Radisson Marks. The name Radisson® and the
        signature logo Radisson( with the brush stroke used in conformance with Radisson’s
        business system, and all other trademarks, service marks, trade names, copyrights,
        insignia, emblems, slogans, logos, commercial symbols, signs, trade dress (including
        interior and exterior building designs and specifications and the motif, decor, and color
        combinations), and all other visual identification, by which the Hotels are identified and
        publicized, including the good will associated with all of them.


        
         


        
        Select Comfort Marks.  The trademarks
        Select Comfort® and Sleep Number® and all other trademarks, service marks, trade
        names, copyrights, insignia, emblems, slogans, logos, commercial symbols, signs, trade
        dress by which Select Comfort beds are identified and publicized, including the good will
        associated with all of them.


        
         


        
            	
                        
                         

                    	
                        
                        Specified Interval/Timeshare
                        Customers.

                    	
                        
                        XXX

                    


        


        
         


        
        System. The Radisson Marks, and other
        distinctive elements developed and owned by, or made available by its Affiliates to,
        Radisson, and the systems made available to Radisson for the construction and operation of
        the Hotels and other hotels authorized to use the System, including all good
        will.


        
         


        
        System Standard. Any element of the System that
        the Hotels are required to implement pursuant to the terms of any applicable franchise or
        similar agreement in place between Radisson and the Hotel owners and operators.


        
         




        - 21
        -

        

        

        



        
        Third Party. Any Person, other than Radisson,
        Select Comfort and their respective Affiliates.


         

        















        - 22
        -

        

        

        





        
            	
                        
                         

                    	
                        
                        Executed as of the date set forth at the beginning of this
                        Agreement.

                    


        


         


         


         


         


        
            	
                        
                        RADISSON HOTELS INTERNATIONAL. INC.

                    	
                        
                         

                    	
                        
                        SELECT COMFORT CORPORATION

                    
	 
	 
	
                        
                        By:

                    	
                        
                        /s/ Nancy Johnson

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                        /s/ James C. Raabe

                    
	
                        
                        Name:

                    	
                        
                        Nancy Johnson

                    	
                        
                         

                    	
                        
                        Name:

                    	
                        
                        James C. Raabe

                    
	
                        
                        Its:

                    	
                        
                        Executive Vice President

                    	
                        
                         

                    	
                        
                        Its:

                    	
                        
                        CFO

                    


        


         


         


         

        

        

        

        

        

        

        

        


        - 23
        -

        

        

        


        
        Exhibit Index


         


        
            	
                        
                        Exhibit

                    	
                        
                        Description

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        2.1

                    	
                        
                        System Standard related to the Radisson Bed

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        2.2A

                    	
                        
                        List of Hotels to which Select Comfort has previously sold
                        beds

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        4.1

                    	
                        
                        The Bed Mark and Logo

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        5.1

                    	
                        
                        Product Pricing

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                        6.2

                    	
                        
                        Warranty Terms

                    


        


         


         

        

        

        

        

        

        


        - 24
        -

        

        

        


        EXHIBIT
        2.1


         


        
        Standards of Service & Operation


         


        
            	
                        
                        300

                    	
                        
                        Hotel Operations

                    


        


        302D
        Guest Room Bed & Linens


        
            	
                        
                        

                        

                    	
                        
                        Signature Standard

                    


        


         


        
            	
                        
                        

                        

                    	
                        
                        Radisson offers guests a superior sleep experience with the
                        Sleep Number® Bed, an innovative and exclusive offering enabling guests
                        to choose the firmness of their mattress. Complimented with a quality and
                        stylized linen specification, the Sleep Number® Bed, offered
                        exclusively at Radisson provides a distinct competitive
                        advantage.


                        
                         


                        
                        Sleep Number® Bed implementation Requirements for
                        Hotels in the U.S., Canada, and the Caribbean:

                    


        


         


         


        (TABLE
        OMITTED)


         


         

        

        

        

        

        


        
            	
                        
                        (TEXT OMITTED)

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        ©2007 Radisson®

                    	
                        
                        -58-

                    	
                        
                        

                        

                    


        


         

        

        

        


        
        Standards of Service & Operation


         


        
            	
                        
                        300

                    	
                        
                        Hotel Operations

                    


        


         


        (TABLE
        OMITTED)


         


        (TEXT
        OMITTED)


         


         


         


         


         


         

        

        

        

        

        

        


        
            	
                        
                        (TEXT OMITTED)

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        ©2007 Radisson®

                    	
                        
                        -59-

                    	
                        
                        

                        

                    


        

        

        

        


        SNB
        WAIVER


        
        Approved for 2007


         


        (TEXT
        OMITTED)

        (TABLE OMITTED)


         

        

        

        

        

        

        

        

        

        

        

        

        

        


        EXHIBIT
        2.2A


         


        List of
        Hotels Select Comfort has previously sold beds


         


        (TEXT
        OMITTED)

        

        

        

        

        

        

        

        

        

        

        

        

        


        EXHIBIT
        4.1

        

        


        
        

        

        

        

        

        

        

        

        


        
        Graphic Identity and Brand
        Standards


         


        
        The Partnership
        Logo


         


        
            	
                        
                        The logo represents
                        the


                        
                        unique partnership
                        between


                        
                        Radisson Hotels &
                        Resorts
                        ®


                        
                        and Select
                        Comfort


                        
                        (The Sleep Number
                        ®
                        bed).


                        
                        It is a fusion of the
                        strengths

                    	
                        
                        of two national brands
                        that at


                        
                        once establishes the
                        identity


                        
                        of our new initiative,
                        and at


                        
                        the same time allows
                        the


                        
                        integrity of each
                        individual


                        
                        brand to remain
                        intact.

                    	
                        
                        The mark consists of
                        the


                        
                        Radisson logo joined to
                        a


                        
                        modified Sleep
                        Number® bed


                        
                        logo by an extended
                        green


                        
                        loop which emanates
                        from


                        
                        the Radisson brush
                        stroke.

                    	
                        
                        The configuration
                        seen


                        
                        here is the only
                        approved


                        
                        treatment of this new
                        identity.


                        
                        Do not attempt to
                        recreate


                        
                        this mark. Use only
                        the


                        
                        provided
                        artwork.

                    


        


         


        
        

        


         


        
        Colors


         


        
            	
                        
                        Being that this
                        logo


                        
                        consists of two
                        corporate


                        
                        identities, it is vital
                        that the


                        
                        colors used in this
                        mark


                        
                        are consistent with
                        the


                        
                        prescribed colors of
                        the


                        
                        two brands.

                    	
                        
                        The Radisson portion
                        of


                        
                        the logo is Black (in
                        the


                        
                        typography) and
                        Radisson


                        
                        green in the brush
                        stroke/oval


                        
                        outline.

                    	
                        
                        The Sleep Number
                        ®
                        bed


                        
                        portion is to be
                        rendered in


                        
                        Sleep Number
                        ®
                        blue.

                    	
                        
                        With the exception of
                        black &


                        
                        white usage, these are
                        the


                        
                        only acceptable colors
                        used.

                    


        


         


         


        
            	
                        
                        

                        

                    	
                        
                        Four-Color Radisson
                        Green.


                        
                        35% Cyan and 100%
                        Yellow.


                        
                         


                        
                        Spot-Color Radisson
                        Green. 

                        MSP-78553
                        K/7K9† Coated


                        
                        MSP-78651
                        K/7K9† Uncoated


                        
                         


                        
                        PMS 382.

                    	
                        
                        

                        

                    	
                        
                        Four-Color Sleep
                        Number® Blue.


                        
                        80% Cyan, 50%
                        Magenta,

                        15% Yellow, and 0% Black.


                        
                         


                        
                        Spot-Color Sleep
                        Number® Blue. 

                        PMS
                        653.

                    


        


         


         


        
            	
                        
                        Page 1 of 2

                    	
                        
                        ©2004
                        Radisson®

                    


        

        

        

        


        
        Graphic Identity and Brand
        Standards


         


        
        The Logo –
        Usage/Safe Area


         


        
            	
                        
                        The combination of
                        identities


                        
                        contained in this logo
                        need


                        
                        to be protected from
                        any


                        
                        outside graphic
                        intrusions.

                    	
                        
                        We have established
                        a


                        
                        boundary around the logo
                        to


                        
                        preserve its integrity
                        and to


                        
                        ensure that its impact
                        will not

                    	
                        
                        be diminished by
                        any


                        
                        extraneous imagery.
                        The


                        
                        specified proportions
                        are 15.0


                        
                        units horizontally to
                        9.0 units

                    	
                        
                        vertically. Please keep
                        all


                        
                        other visual elements
                        clear of


                        
                        the safe
                        area.

                    


        


         


        

        


         


        
        The Logo – Black
        and White


         


        
        The preferred printed version


        
        of this logo is four-color


        
        process. If printing in one


        
        color, black is the preferred


        
        color. Below are examples of


        
        black & white renderings.


         


        
        

        


         


        
            	
                        
                        Page 2 of 2

                    	
                        
                        ©2004
                        Radisson®

                    


        

        

        

        


        EXHIBIT
        5.1

        


        Final
        Project Liberty Pricing


        
            	
                        
                         

                    	
                        
                        6/25/2007

                    


        


         


        
            	
                        
                        Size

                    	
                        
                        Component

                    	
                        
                        Price

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Eastern King

                    	
                        
                        Bed Set (Mattress & Foundation) (1)

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        Installation (2)

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        Freight(3)

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        Total

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Queen

                    	
                        
                        Bed Set (Mattress & Foundation) (1)

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        Installation (2)

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        Freight(3)

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        Total

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Full (Single Chamber)

                    	
                        
                        Bed Set (Mattress & Foundation) (1)

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        Installation (2)

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        Freight(3)

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        Total

                    	
                        
                        XXX

                    


        


         


        
        Notes:


         


        
        (1) Including component costs required to meet higher CA consumer
        flammability requirements


        
         


        
        (2) Installation - Once 24 beds per property have been installed &
        training delivered to Radisson employees then this becomes an option.


        
         


        
        (3) Freight - Based on FTL qtys. Actual cost will vary based on qty ordered
        as follows:


        
         


        
        FTL (72 beds) $XXX


        
        3⁄4 Truck (54 – 71 beds) $XXX


        
        1⁄2 Truck (36 – 53 beds) $XXX


        
        1⁄4 Truck (18 – 35 beds) $XXX


        
        LTL (1-17 beds) $XXX


        
         


        
        (4) For years 2007 and 2008, Product Pricing will be adjusted as
        follows:


         


        
        No more than XXX increase annually


        
        Cost increases justified on the basis of market increases in key components
        as a % of bed cost:


        Petroleum
        = XXX


        Labor
        & Overhead = XXX


        Rubber =
        XXX


        Wood =
        XXX


        
        Cotton/Fabric = XXX


        Other =
        XXX


        
        Price reviewed annually with Radisson prior to July 1st


        
        Freight may increase with increases in Select Comfort's actual increase in
        cost, whether or not more than XXX annually.

        

        

        

        


        EXHIBIT
        6.2

        


        Warranty
        Program


        Sleep
        Number Bed - Made exclusively for Radisson


         


        Pump
        (including control), Chamber & Foam Components


        Warranty
        - 15 Year Prorated
        Warranty


        Warranty
        100% - 4 years


        Free From
        Defects in Materials & Workmanship


        Normal
        “Wear & Tear” Not Covered


        11 years
        prorated: Pump, Chamber & Foam Components


         

        


        
            	
                        
                        Pump

                    	
                        
                        Max % Increase

                    	
                        
                        Price

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        *Years 1-4 =

                    	
                        
                        NA

                    	
                        
                        Covered at 100%

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        **Year 5 =

                    	
                        
                        NA

                    	
                        
                        XXX

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Year 6 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Year 7 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Year 8 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Year 9 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Year 10 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Year 11 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Year 12 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Years 13 - 15 =

                    	
                        
                         

                    	
                        
                        XXX

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Chamber

                    	
                        
                        Max % Increase

                    	
                        
                        Price (for one chamber)

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        King

                    	
                        
                        Queen

                    	
                        
                        Full XL(Single Chamber)

                    	
                        
                        Double XL

                    
	
                        
                        *Years 1-4 =

                    	
                        
                        NA

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    
	
                        
                        **Year 5 =

                    	
                        
                        NA

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 6 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 7 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 8 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 9 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 10 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 11 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 12 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Years 13 - 15 =

                    	
                        
                         

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Foam
                        Components     

                    	
                        
                        Max % Increase

                    	
                        
                        Price (for one chamber)

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Sidewalls

                    	
                        
                         

                    	
                        
                        King

                    	
                        
                        Queen

                    	
                        
                        Full XL(Single Chamber)

                    	
                        
                        Double XL

                    
	
                        
                        *Years 1-4 =

                    	
                        
                        NA

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    
	
                        
                        **Year 5 =

                    	
                        
                        NA

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 6 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 7 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 8 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 9 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 10 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 11 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 12 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Years 13 - 15 =

                    	
                        
                         

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Endwalls

                    	
                        
                        Max % Increase

                    	
                        
                        Price (for one chamber)

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        King

                    	
                        
                        Queen

                    	
                        
                        Full XL(Single Chamber)

                    	
                        
                        Double XL

                    
	
                        
                        *Years 1-4 =

                    	
                        
                        NA

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    
	
                        
                        **Year 5 =

                    	
                        
                        NA

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 6 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 7 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 8 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 9 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 10 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 11 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 12 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Years 13 - 15 =

                    	
                        
                         

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    


        


         


         

        

        

        


        
            	
                        
                        Basepad

                    	
                        
                        Max % Increase

                    	
                        
                        Price (for one chamber)

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        King

                    	
                        
                        Queen

                    	
                        
                        Full XL(Single Chamber)

                    	
                        
                        Double XL

                    
	
                        
                        *Years 1-4 =

                    	
                        
                        NA

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    
	
                        
                        **Year 5 =

                    	
                        
                        NA

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 6 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 7 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 8 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 9 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 10 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 11 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 12 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Years 13 - 15 =

                    	
                        
                         

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Centerwall

                    	
                        
                        Max % Increase

                    	
                        
                        Price (for one chamber)

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        King

                    	
                        
                        Queen

                    	
                        
                        Full XL(Single Chamber)

                    	
                        
                        Double XL

                    
	
                        
                        *Years 1-4 =

                    	
                        
                        NA

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    	
                        
                        NA

                    	
                        
                        Covered at 100%

                    
	
                        
                        **Year 5 =

                    	
                        
                        NA

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        NA

                    	
                        
                        XXX

                    
	
                        
                        Year 6 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        NA

                    	
                        
                        XXX

                    
	
                        
                        Year 7 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        NA

                    	
                        
                        XXX

                    
	
                        
                        Year 8 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        NA

                    	
                        
                        XXX

                    
	
                        
                        Year 9 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        NA

                    	
                        
                        XXX

                    
	
                        
                        Year 10 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        NA

                    	
                        
                        XXX

                    
	
                        
                        Year 11 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        NA

                    	
                        
                        XXX

                    
	
                        
                        Year 12 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        NA

                    	
                        
                        XXX

                    
	
                        
                        Years 13 - 15 =

                    	
                        
                         

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        NA

                    	
                        
                        XXX

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Topperpad

                    	
                        
                        Max % Increase

                    	
                        
                        Price (for one chamber)

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        King

                    	
                        
                        Queen

                    	
                        
                        Full XL(Single Chamber)

                    	
                        
                        Double XL

                    
	
                        
                        *Years 1-4 =

                    	
                        
                        NA

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    
	
                        
                        **Year 5 =

                    	
                        
                        NA

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 6 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 7 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 8 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 9 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 10 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 11 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 12 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Years 13 - 15 =

                    	
                        
                         

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    


        


         


        
            	
                        
                        *

                    	
                        
                        Select Comfort pays freight back to property on 100%
                        coverage warranty parts

                    


        


        
            	
                        
                        **

                    	
                        
                        Customer will return Pumps & Chambers upon Select
                        Comfort's request to use in product analysis. Select Comfort will pay
                        freight on these types of returns.

                    


        


         


        
        PillowTop Cover:


        Warranty -
        180 Days 100%


        Free From
        Defects in Materials & Workmanship


        Normal
        "Wear & Tear" Not Covered


         

        

        

        


        
            	
                        
                         

                    	
                        
                        Max % Increase

                    	
                        
                        Price

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        King

                    	
                        
                        Queen

                    	
                        
                        Full XL(Single Chamber)

                    	
                        
                        Double XL

                    
	
                        
                        Cover

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        *Days 1-180

                    	
                        
                        NA

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    	
                        
                        Covered at 100%

                    
	
                        
                        ***Year 5 =

                    	
                        
                        NA

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 6 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 7 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 8 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 9 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 10 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 11 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Year 12 =

                    	
                        
                        6%

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    
	
                        
                        Years 13 - 15 =

                    	
                        
                         

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    	
                        
                        XXX

                    


        


         


         


        
            	
                        
                        *

                    	
                        
                        Select Comfort pays freight on cover back to property for
                        first 180 days.

                    


        


        
            	
                        
                        **

                    	
                        
                        After 180 days customer does not have to return covers to
                        Select Comfort.

                    


        


         


        
            	
                        
                        ***

                    	
                        
                        Property may purchase a cover at anytime through year 5 at
                        $XXX (King/Queen/Full XL/Double XL) per cover

                    


        


        Note: Cover
        includes pillowtop cover and entire mattress casing


         


        
        Foundation:


        Warranty -
        10 Years 100%


        Free From
        Defects in Materials & Workmanship


        Normal
        “Wear & Tear” Not Covered


        Customer
        pays freight both ways on foundations.