Exhibit



Exhibit 10.64





AMENDMENT TO RSU AWARD AGREEMENT 
(_______________)
This is a [First] Amendment to RSU Award Agreement (the “Amendment”), between Tempur Sealy International, Inc. (the “Company”), and [_______________] (the “Employee” and together with the Company, the “Parties”).
WHEREAS, the Parties are parties to a Restricted Stock Unit Award Agreement, dated as of [_______________] (the “RSU Award Agreement”); 
WHEREAS, the RSU Award Agreement currently provides that upon an “Approved Retirement”, the Committee may in its discretion continue the vesting of a pro rata portion (as determined pursuant to the RSU Award Agreement) of the Restricted Stock Units in accordance with the annual vesting schedule set forth in the RSU Award Agreement, subject to the other terms and conditions of the RSU Award Agreement; 
WHEREAS, in the RSU Award Agreement an Approved Retirement is defined in part by reference to the term “retirement”, which is not defined; and
WHEREAS, the Company wishes to amend the RSU Award Agreement to (i) create a new definition of “Retirement”; (ii) continue to provide the Compensation Committee the discretion to determine whether any “Retirement” (as defined) should constitute an Approved Retirement, and (iii) provide the Compensation Committee additional discretion to determine whether on an Approved Retirement all or only part of the unvested Restricted Stock Units (i.e., some amount other than a pro rata portion as currently provided in the RSU Award Agreement) shall vest.
NOW, THEREFORE, the Parties hereto agree as follows: 
1.    Amendment.
(a)    Section 4(e) (“Approved Retirement”) is hereby amended in its entirety to read as follows: 
“(e) Approved Retirement.  In the event of the Recipient’s Approved Retirement, the Committee may at its sole discretion consent to the continued vesting of all or part of the unvested Restricted Stock Units on the remaining Vesting Dates and the balance (if any) shall be cancelled and no Stock issued therefor.  Notwithstanding the foregoing no Stock shall be issued and all of Recipient’s rights to the unvested Restricted Stock Units and the related Stock issuable thereunder shall be forfeited, expire and terminate unless (i) the Company shall have received a Release and Waiver from the Recipient (and 




Exhibit 10.64





said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date (or if earlier the deadline established in the form of release delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 10 of this Agreement.  If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Retirement, then the provisions of subsection (c) above shall instead apply.”
(b)    Section 4(f)(vi) (“Approved Retirement”) is hereby amended in its entirety to read as follows:
“(vi) “Approved Retirement” shall mean any Retirement of the Recipient the Committee determines in its sole discretion shall be treated as an “Approved Retirement” for purposes of this Agreement; and”
 (c)    Section 4(f) is hereby amended by adding the following as a new clause (vii):
 “(vii) “Retirement” shall mean the voluntary termination of the Recipient’s employment with the Company or any of its Subsidiaries or Affiliates on or after reaching the minimum age of fifty-five (55); provided, however, that the sum of the Recipient’s age plus years of service (counting whole years only) must equal at least sixty (60) and provided further that there is no basis for the Company to terminate the Recipient For Cause at the time of Recipient’s voluntary termination.”
2.    No Other Amendments.  Except as expressly set forth above, the RSU Award Agreement remains in full force and effect in accordance with its terms.
3.    Defined Terms.  Capitalized terms used herein without definition have the meanings given them in the RSU Award Agreement.
4.    Counterparts.  This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.  A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.




Exhibit 10.64





IN WITNESS WHEREOF, the Parties have executed this First Amendment to RSU Award Agreement as of this ____ day of _______________, 201[_]. 
The Company 

TEMPUR SEALY INTERNATIONAL, INC. 


By: ________________________________ 
Name:     
Title:       
Employee
____________________________________