FORM OF STOCK OPTION GRANT AGREEMENT



 
Exhibit
10.24 
 
SEALY CORPORATION 
 
AGREEMENT EVIDENCING A GRANT OF A 
NONQUALIFIED STOCK OPTION UNDER 
1998 STOCK OPTION PLAN 
 
Agreement made as of              , between Sealy Corporation, a Delaware corporation (the “Company”), and
             (“Grantee”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Plan (as defined below). 
 
1.    Grant of
Option.    Pursuant to the Sealy Corporation 1998 Stock Option Plan (the “Plan”), the Company hereby grants to Grantee, as of the date hereof, a nonqualified stock option (the “Option”) to
purchase up to              shares (the “Shares”) of the Company’s Class A Common Stock, $.01 par value per share (the “Class A Common”), at
the exercise price per share of              (the “Exercise Price”), subject to the terms and conditions set forth herein and in the Plan. Upon certain events, the
number of Shares and/or the Exercise Price may be adjusted as provided in the Plan. 
 
2.    Grantee Bound by Plan.    Attached hereto as Annex A is a copy of the Plan which is incorporated herein by reference and made a part hereof.
Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The Plan should be carefully examined before any decision is made to exercise the Option. 
 
3.    Exercise of
Option.    Subject to the earlier termination of the Option as provided herein and in the Plan and subject to Section 5 hereof, the Option may be exercised, in whole or in part, to the extent it has become vested, by written
notice to the Company at any time and from time to time after the date of grant. The Option shall not be exercisable in any event after the tenth anniversary of the date hereof. An Option may not be exercised for a fraction of a share of Class A
Common. Options are subject to cancellation as provided in the Plan. Any part of the Option that is not vested on the date that Grantee’s employment with the Company or any of its Subsidiaries terminates (“Grantee Termination
Date”) shall expire and be forfeited on such date, and any part of the Option that is vested on the Grantee Termination Date shall also expire and be forfeited to the extent not exercised on or before the sixtieth (60th) day following the
Grantee Termination Date (180 days if the Grantee Termination Date occurs as a result of the death of Grantee), but in no event after the tenth anniversary of the date hereof. 
 
4.    Vesting of Options.    The Option may be exercised only
to the extent it has become vested. The Option shall fully vest and become exercisable with respect to all of the Shares if and only if the Grantee remains continuously employed with the Company or any of its Subsidiaries during the period beginning
on the date hereof and ending on the fifth anniversary of the date hereof. Notwithstanding the foregoing, the Option shall (i) cumulatively vest and become exercisable with respect to (x) 40% of the Shares (rounded to the nearest whole share) upon
the second anniversary of the date hereof, and (y) 20% of the Shares (rounded to the nearest whole share) upon each of the third anniversary of the date hereof, the fourth anniversary of the date hereof and the fifth anniversary of the date hereof
and (ii) vest and become exercisable with respect to all of the then unvested Shares upon a Sale of the Company, in each case, if and only if the Grantee remains continuously employed by the Company or any of its Subsidiaries during the period
beginning on the date hereof and ending on the applicable vesting date referred to above. 
 
5.    Conditions to Exercise.    The Option may not be exercised by Grantee unless the following conditions are met: 
 
(a) The Option has become vested with respect
to the Shares to be acquired pursuant to such exercise; 
 









 
(b) legal counsel for the Company must be satisfied at the time of exercise that the issuance of shares of Class A Common upon exercise will be in compliance with the Securities Act and applicable United States federal, state, local
and foreign laws; and 
 
(c)
Grantee must pay at the time of exercise the full purchase price for the shares of Class A Common being acquired hereunder plus any withholding tax required in connection with such exercise, in each case, in accordance with the terms of the Plan.

 
6.    Transferability.    The Option (including the right to receive the Shares) may not be Transferred or assigned by Grantee, other than by will or the laws of descent and distribution
and, during the lifetime of Grantee, the Option may be exercised only by Grantee (or, if Grantee is incapacitated, by Grantee’s legal guardian or legal representative). In the event of the death of Grantee, Options which are not vested on the
date of death shall terminate; and the exercise of Options which are vested as of the date of death, may be made only by the executor or administrator of Grantee’s estate or the Person or Persons to whom Grantee’s rights under the Options
pass by will or the laws of descent and distribution. If Grantee or anyone claiming under or through Grantee attempts to violate this Section 6, such attempted violation shall be null and void and without effect, and the Company’s obligation
hereunder shall terminate. Any Issued Stock received upon exercise of this Option is subject to the repurchase right, restrictions on Transfer and other rights and obligations set forth in the Plan. 
 
7.    Administration.    Any action taken or decision made by the Company, the Board, or the Committee or its delegates arising out of or in connection with the construction,
administration, interpretation or effect of the Plan or this Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on Grantee and all persons claiming under or through Grantee. By
accepting this grant or other benefit under the Plan, Grantee and each person claiming under or through Grantee shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken under the Plan by the
Company, the Board or the Committee or its delegates. 
 
8.    No Rights as Stockholder.    Unless and until a certificate or certificates representing such shares of Class A Common shall have been issued to Grantee (or any person acting under
Section 6 above), Grantee shall not be or have any of the rights or privileges of a stockholder of the Company with respect to shares of Class A Common acquirable upon exercise of the Option. 
 
9.    Investment
Representation.    Grantee hereby acknowledges that the shares of Class A Common which Grantee may acquire by exercising the Option shall be acquired for investment without a view to distribution, within the meaning of the
Securities Act, and shall not be Transferred in the absence of an effective registration statement for the shares of Class A Common under the Securities Act and applicable state securities laws or an applicable exemption from the registration
requirements of the Securities Act and any applicable state securities laws. Grantee also agrees that the shares of Class A Common which Grantee may acquire by exercising the Option will not be sold or otherwise disposed of in any manner which would
constitute a violation of any applicable federal or state securities laws. 
 
10.    Rights of Participants.    Neither this Agreement nor the Plan creates any employment rights in Grantee and neither the Company nor any of its
Subsidiaries shall have any liability arising out of the Plan or this Agreement for terminating Grantee’s employment or reducing Grantee’s responsibilities. 
 
11.    Notices.    Any notice hereunder to the Company shall
be addressed to the Company’s principal executive office, Attention: Board of Directors, and any notice hereunder to Grantee shall be addressed to Grantee at Grantee’s last address on the records of the Company, subject to the right of
either party to designate at any time hereafter in writing some other address. Any notice shall be deemed to have been duly given when delivered personally, one day following dispatch if sent by reputable overnight courier, fees prepaid, or three
days following mailing if sent by registered mail, return receipt requested, postage prepaid and addressed as set forth above. 
 
12.    Binding Effect.    This Agreement shall be binding upon and inure to the benefit of
any successors and assigns to the Company and all persons lawfully claiming under Grantee. 
 

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13.    Governing Law.    The validity, construction, interpretation, administration and effect of the Plan, and of its rules and regulations, and rights relating to the Plan and to this
Agreement, shall be governed by the substantive laws, but not the choice of law rules, of whichever state in the United States in which the Company is incorporated from time to time. 
 
14.    Non-Competition.    In consideration of the
Company’s grant of the Option hereunder, the Grantee agrees that, during the Grantee’s employment by the Company, and for one year thereafter, Grantee shall not act as a proprietor, investor, director, officer, employee, substantial
stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company’s
consolidated revenues at the time in direct competition with the Company or any of its Subsidiaries in any market. Grantee understands that the foregoing restrictions may limit his or her ability to engage in certain business pursuits during the
period provided for above, but acknowledges that the Grantee has no right to a grant of Options under the Plan and this grant is adequate consideration for Grantee’s agreeing to this non-competition limitation. 
 
* * * * * 
 
 

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IN WITNESS
WHEREOF, the Company and Grantee have executed this Agreement as of the date first above written. 
 

	 SEALY CORPORATION

	
	  


	 Jeffrey C. Claypool
 Vice President—Human Resources
  
  
 GRANTEE:
  
  




 
 
 

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Sealy Executive Officer 
Stock Option Grants 
 

	 Executive

	  	 Grant Date

	    	 Exercise Price

	  	 No. Options


	 Ron Jones
	  	 3/18/1998
	    	 $
	 0.50
	  	 600,000

	 	  	 3/18/1998
	    	 $
	 4.18
	  	 480,000

	
	 Dave McIlquham
	  	 3/18/1998
	    	 $
	 0.50
	  	 100,000

	 	  	 3/18/1998
	    	 $
	 4.18
	  	 80,000

	 	  	 1/28/2001
	    	 $
	 12.00
	  	 100,000

	 	  	 4/11/2002
	    	 $
	 5.00
	  	 200,000

	 	  	 4/11/2002
	    	 $
	 5.00
	  	 200,000

	
	 Larry Rogers
	  	 3/18/1998
	    	 $
	 0.50
	  	 100,000

	 	  	 3/18/1998
	    	 $
	 4.18
	  	 80,000

	 	  	 6/01/2001
	    	 $
	 12.00
	  	 25,000

	 	  	 7/10/2002
	    	 $
	 5.00
	  	 15,000

	
	 Jeff Claypool
	  	 3/18/1998
	    	 $
	 0.50
	  	 75,000

	 	  	 3/18/1998
	    	 $
	 4.18
	  	 60,000

	 	  	 7/10/2002
	    	 $
	 5.00
	  	 15,000

	
	 Ken Walker
	  	 3/18/1998
	    	 $
	 0.50
	  	 75,000

	 	  	 3/18/1998
	    	 $
	 4.18
	  	 60,000

	 	  	 7/10/2002
	    	 $
	 5.00
	  	 15,000

	
	 Bruce Barman
	  	 3/18/1998
	    	 $
	 0.50
	  	 75,000

	 	  	 3/18/1998
	    	 $
	 4.18
	  	 60,000

	 	  	 7/10/2002
	    	 $
	 5.00
	  	 10,000

	
	 Al Boulden
	  	 3/18/1998
	    	 $
	 0.50
	  	 15,000

	 	  	 9/23/1998
	    	 $
	 0.50
	  	 5,000

	 	  	 7/19/2001
	    	 $
	 8.48
	  	 60,000

	 	  	 7/10/2002
	    	 $
	 5.00
	  	 25,000

	
	 Mark Hobson
	  	 3/18/1998
	    	 $
	 0.50
	  	 15,000

	 	  	 9/23/1998
	    	 $
	 0.50
	  	 5,000

	 	  	 7/19/2001
	    	 $
	 8.48
	  	 60,000

	 	  	 7/10/2002
	    	 $
	 5.00
	  	 25,000

	
	 Chuck Dawson
	  	 3/18/1998
	    	 $
	 0.50
	  	 15,000

	 	  	 9/23/1998
	    	 $
	 0.50
	  	 5,000

	 	  	 7/19/2001
	    	 $
	 8.48
	  	 60,000

	 	  	 7/10/2002
	    	 $
	 5.00
	  	 5,000

	 	  	 10/15/2002
	    	 $
	 5.00
	  	 45,000

	
	 Mike Hofmann
	  	 10/15/2002
	    	 $
	 5.00
	  	 60,000

	
	 Jim Hirshorn
	  	 1/16/2003
	    	 $
	 5.00
	  	 250,000


 
Grants on
7/10/2002 vest 20% on each of the first five anniversary dates of the grant.