QuickLinks
 -- Click here to rapidly navigate through this document
 








































 
 

  Exhibit 10.43    
    


 
 

  THE AMENDED AND RESTATED
  SEALY CORPORATION BONUS PLAN    
    


        Sealy Corporation (the "Company") hereby adopts the Amended and Restated Sealy
Corporation Bonus Plan, as it may be amended from time to time (the "Plan") for the benefit of certain employees and subject to the terms and provisions
set forth below.


1.     Purpose of the Plan


The
Plan is intended to: (i) attract and retain employees in key positions of the Company and any other Service Recipient (as defined below) (collectively, the "Sealy
Group"); (ii) motivate Participants (as defined below) toward achieving the Company's objectives; and (iii) reward Participants for their contributions to the
success of the Sealy Group. 


2.     Definitions


The
following capitalized terms used in the Plan have the respective meanings set forth in this Section: 


        (a)   "Board" shall mean the Board of Directors of the Company. 


        (b)   "Code" shall mean the Internal Revenue Code of 1986, as amended, or any successor thereto. 



        (c)   "Committee" shall mean the Compensation Committee of the Board (or a subcommittee thereof), which Committee shall, to the
extent an award granted hereunder is intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code, be constituted of at least two members who satisfy
the definition of "outside director" within the meaning of Section 162(m) of the Code. 


        (d)   "Covered Employee" shall have the meaning set forth in Section 162(m) of the Code. 



        (e)   "Disability" shall mean either a disability under the Social Security Act or under the long term disability program
provided by the Company. 


        (f)    "Participant" shall mean each exempt salaried employee of the Sealy Group whom the Committee designates as a participant
under the Plan in accordance with Section 4 of the Plan. 


        (g)   "Performance Period" shall mean each fiscal year or multi-year cycle, as determined by the Committee. 



        (h)   "Retirement" shall mean, unless otherwise agreed by the Company (or any member of the Sealy Group) in a written
employment agreement or employment letter with such Participant, the Participant's retirement from the Company or any other member of the Sealy Group meeting either of the following criteria:
(a) the Participant is at least 65 years of age or (b) the Participant is at least 62 years of age with at least
10 years of service with the Sealy Group. 


        (i)    "Section 162(m) of the Code" shall mean Section 162(m) of the Code and the regulations, guidance and
pronouncements promulgated thereunder. 


        (j)    "Section 409A of the Code" shall mean Section 409A of the Code and the rules, regulations, guidance and
pronouncements promulgated thereunder. 


        (k)   "Service Recipient" shall mean the Company, any of its subsidiaries, or any of its affiliates that satisfies the
definition of "service recipient" within the meaning of Treasury Regulation Section 1.409A-1 (or any successor regulation), with respect to which the person is a "service provider"
(within the meaning of Treasury Regulation Section 1.409A-1 (or any successor regulation). 


1







 

        (l)    "Share" shall mean a share of Class A common stock, par value $0.01 per share, of the Company, which may be
authorized but unissued, or issued and reacquired. 


3.     Administration



        (a)   The
Plan shall be administered, operated and interpreted by the Committee, to the extent reasonably possible, in a manner which would be expected to cause any award
intended to be qualified as performance-based compensation under Section 162(m) of the Code to so qualify. The Committee shall establish the performance objectives for any Performance Period in
accordance with Section 5 and certify whether and to what extent such performance objectives have been obtained. Any determination made by the Committee under the Plan shall be final,
conclusive and binding on any member of the Sealy Group, any Participant and any other person dealing with the Plan. 



        (b)   The
Committee may employ such legal counsel, consultants and agents (including counsel or agents who are employees of a member of the Sealy Group) as it may deem
desirable for the administration of the Plan and may rely upon any opinion received from any such counsel, consultant or agent and any computation received from such consultant or agent. All expenses
incurred in the administration of the Plan, including, without limitation, for the engagement of any counsel, consultant or agent, shall be paid by the Company. No member or former member of the Board
or the Committee shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan other than as a result of such individual's willful misconduct. 



        (c)   The
Committee may delegate its authority under this Plan; provided that, the Committee shall in no event delegate its authority with respect to the compensation of the
Chief Executive Officer of the Company, the four most highly compensated executive officers, or such other Covered Employees of the Company as may be determined under Section 162(m) of the
Code, or any other individual whose compensation the Board or Committee reasonably believes may become subject to Section 162(m) of the Code. 


4.     Participation


Participants
in the Plan are selected during each Performance Period by the Committee from exempt salaried employees of the Sealy Group. Participants are assigned to a bonus group (each, a
"Group") at the sole discretion of the Committee, with groupings generally as follows: 

 






 



			
	Group 8:	 	Selected Senior Company Executives
	Group 7:	 	Senior Company Executives
	Group 6:	 	Corporate and Regional Sales & Operations Vice Presidents
	Group 5:	 	Other Senior Management
	Group 4:	 	Plant Managers, Sales Managers
	Group 3:	 	Other Middle Management
	Group 2:	 	Senior Professionals and Plant Supervisors
	Group 1:	 	Selected Exempt Employees




 

         Non-exempt
employees (i.e., employees eligible for overtime) and sales representatives of the Sealy Group shall not be
eligible to participate in the Plan. Participants may be added or have their Group changed during a Performance Period on a pro-rated basis at the discretion of the Committee. 


5.     Bonuses



        (a)    Performance Criteria.    No later than 90 days after each Performance Period begins (or such other date
as may be required or permitted under Section 162(m) of the Code), the Committee shall establish the performance objective or objectives that must be satisfied in order for a Participant to
receive a bonus for each such Performance Period. Any such performance objectives will be based upon 


2







 



the
relative or comparative achievement of one or more of the following criteria, as determined by the Committee: (i) consolidated earnings before or after taxes (including earnings before
interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per Share; (v) book value per Share; (vi) return on
shareholders' equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure; (x) profitability of an identifiable business unit or
product; (xi) maintenance or improvement of profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow;
(xvii) working capital; (xviii) return on assets; (xix) total shareholder return; (xx) enterprise value; (xxi) total business return; (xxii) return on
invested capital; and (xxiii) return on investment. The foregoing criteria may relate to the Company, one or more of the members of the Sealy Group or one or more of their respective divisions
or units, or any combination
of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. 


        The
performance objective(s) established by the Committee will be established at the following achievement levels: 



	(i)
	Maximum shall be the goal assigned to each performance objective that provides a bonus payment of two
(2) times the target payment amount;



	(ii)
	Target shall be the is goal assigned to each performance objective that provides a bonus payment at the
target payment level; and



	(iii)
	Minimum shall be the goal assigned to each performance objective that must be achieved prior to any bonus
payment. 




        The
Committee may adjust, upward or downward, the performance objective(s) in respect of a given Performance Period to reflect: 



	(i)
	"Extraordinary
Items" as defined by Accounting Principles Board Opinion No. 30;



	(ii)
	Any
financial impact of new accounting pronouncements; and



	(iii)
	Any
other items approved by the Board or the Committee; 





provided,
that such adjustments may only apply with respect to bonuses payable to Covered Employees to the extent permitted by Section 162(m) of the Code, to the extent that such bonuses are
intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code. 


        (b)    Target Incentive Bonuses.    No later than 90 days after each Performance Period begins (or such other
date as may be required or permitted under Section 162(m) of the Code), the Committee shall establish target incentive bonuses for each individual Participant. Unless otherwise determined by
the Committee in its sole and absolute discretion, the percentage of a Participant's annual rate of base salary to be used in the bonus award calculation for each Group shall increase from zero to a
stated maximum as performance exceeds the minimum goal according to the following schedule of bonus awards: 

 






 



											
	GROUP



 
	 	MINIMUM 	 	TARGET 	 	MAXIMUM 	 
	 8
	 	 	 (as determined by the Committee for each participant)	 
	 7
	 	 	0	%	 	35	%	 	70	%
	 6
	 	 	0	%	 	30	%	 	60	%
	 5
	 	 	0	%	 	25	%	 	50	%
	 4
	 	 	0	%	 	20	%	 	40	%
	 3
	 	 	0	%	 	15	%	 	30	%
	 2
	 	 	0	%	 	10	%	 	20	%
	 1
	 	 	0	%	 	5	%	 	10	%




 

 3







 
 
 Subject
to Sections 5(e)–5(i) below and unless otherwise determined by the Committee in its sole discretion, bonus awards under the Plan will be calculated as a percentage of a
Participant's weighted average annual rate of base salary in effect for the Performance Period for which a bonus is payable. 



        (c)    Maximum Amount Payable.    As soon as practicable after the applicable Performance Period ends but in no event
later than February 25th of the year immediately following the fiscal year in respect of which bonuses under the Plan may be payable, the Committee shall
(x) determine (i) whether and to what extent any of the performance objectives established for the relevant Performance Period under Section 5(a) have been satisfied and
(ii) for each Participant who is employed by a member of the Sealy Group through the last day of the applicable Performance Period, except as otherwise provided for herein, the actual bonus to
which such Participant shall be entitled, taking into consideration the extent to which the performance objectives have been met, and (y) cause such bonus to be paid to such Participant in
accordance with Section 6. Any provision of this Plan notwithstanding, in no event shall any Participant receive a bonus under this Plan in respect of any fiscal year of the Company in excess
of $2.5 million. 


        (d)    Negative Discretion.    Notwithstanding anything else contained in Section 5(c) to the contrary, the
Committee shall have the right, in its absolute discretion, (i) to reduce or eliminate the amount otherwise payable to any Participant under Section 5(c) based on individual performance
or any other
factors that the Committee, in its discretion, shall deem appropriate and (ii) to establish rules or procedures that have the effect of limiting the amount payable to each Participant to an
amount that is less than the maximum amount otherwise authorized under Section 5(c). 


        (e)    Death/Disability/Retirement.    To the extent permitted under Section 162(m) of the Code if an award
granted hereunder is intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code, if a Participant dies or terminates employment due to Disability or
Retirement, in each case, prior to the last day of a Performance Period for which a bonus is payable hereunder, such Participant may receive an annual bonus equal to the bonus otherwise payable to
such Participant based upon actual Company performance for the applicable Performance Period, multiplied by a fraction, the numerator of which is the number of days that have elapsed during the
Performance Period in which the Participant's death or termination due to Disability or Retirement occurs prior to and including the date of the Participant's death or termination due to Disability or
Retirement and the denominator of which is the total number of days in the Performance Period. In addition, if such an event occurs in the calendar year in which the Performance Period begins, the
foregoing pro-ration shall be calculated using the Participant's weighted average annual rate of base salary in effect for the fiscal year in which such termination occurs and applying the
target percentage (i.e., Minimum, Target or Maximum) applicable based upon the Company's actual performance for the applicable Performance Period. 



        (f)    Other Termination of Employment.    Unless otherwise determined by the Committee and except as may otherwise be
provided in Section 5(e) above, no bonuses shall be payable under this Plan to any Participant whose employment terminates prior to the end of the applicable Performance Period. 


        (g)    Partial Performance Period.    To the extent permitted under Section 162(m) of the Code if an award
granted hereunder is intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code, if a Participant is hired or rehired by a member of the Sealy Group
after the beginning of a Performance Period, but prior to November 1 during such Performance Period for which a bonus is payable hereunder, such Participant may receive an annual bonus equal to
the bonus otherwise payable to such Participant based upon actual Company performance for the applicable Performance Period, multiplied by a fraction, the numerator of which is the number of days of
active employment with the Sealy Group during the Performance Period and the denominator of which is the total number of days in the Performance Period. 


4







 

        (h)    Leave of Absence.    To the extent permitted under Section 162(m) of the Code if an award granted
hereunder is intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code, if a Participant experiences a period of unpaid leave of absence (whether by
layoff, workers compensation leave or other leave of absence) for a continuous period of 30 days or more during a Performance Period for which a bonus is payable hereunder, such Participant may
receive an annual bonus equal to the bonus otherwise payable to such Participant based upon actual Company performance for the applicable Performance Period, multiplied by a fraction, the numerator of
which is the number of days of active employment with the Sealy Group during the Performance Period and the denominator of which is the total number of days in the Performance Period. 


        (i)    Transfers of Employment.    To the extent permitted under Section 162(m) of the Code if an award granted
hereunder is intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code, a Participant who is hired, transferred or promoted during a Performance
Period for which a bonus is payable hereunder, will receive a pro-rated bonus based upon the number of days worked in each position during the Performance Period and at each
location/segment and in each Group. Hires, transfers or promotions which occur after October 31 of a Performance Period shall not take effect for bonus purposes until the next Performance
Period, if any. 


6.     Payment


        (a)    In General.    Except as otherwise provided hereunder, payment of any bonus amount determined under
Section 5 shall be made to each Participant on February 25th of the year immediately following the fiscal year in respect of which the applicable bonuses are
payable, after the Committee certifies that one or more of the applicable performance objectives have been attained or, in the case of any bonus payable under the provisions of Section 5(d),
after the Committee determines the amount of any such bonus; provided, however, that in any event all payments made hereunder shall be in accordance with the requirements of Section 409A of the
Code. 


        (b)    Form of Payment.    All bonuses payable under this Plan shall be payable in a cash lump sum payment, unless
otherwise provided by the Committee. 


7.     General Provisions


        (a)    Effectiveness of the Plan.    The Plan shall become effective on the date on which it is adopted by the Board,
subject to the approval of the shareholders of the Company. The Plan shall remain in effect until such time as it is terminated by the Board or the Committee. 


        (b)    Amendment and Termination.    The Board or the Committee may at any time amend, suspend, discontinue or
terminate the Plan; provided, however, no such action shall be effective without approval by the
shareholders of the Company to the extent necessary to continue to qualify the amounts payable hereunder to Covered Employees as under Section 162(m) of the Code, if such amounts are otherwise
intended by the Committee to be so qualified. 


        (c)    Designation of Beneficiary.    Each Participant may designate a beneficiary or beneficiaries (which beneficiary
may be an entity other than a natural person) to receive any payments which may be made following the Participant's death. Such designation may be changed or canceled at any time without the consent
of any such beneficiary. Any such designation, change or cancellation must be made in a form approved by the Committee and shall not be effective until received by the Committee. If no beneficiary has
been named, or the designated beneficiary or beneficiaries shall have predeceased the Participant, the beneficiary shall be the Participant's spouse or, if no spouse survives the Participant, the
Participant's estate. If a Participant designates more than one beneficiary, the rights of such beneficiaries shall be payable in equal shares, unless the Participant has designated otherwise. 


5







 

        (d)    No Right to Continued Employment or Awards.    Nothing in this Plan shall be construed as conferring upon any
Participant any right to continue in the employment of any member of the Sealy Group. No Participant shall have any claim to be granted any award, and there is no obligation for uniformity of
treatment of Participants or beneficiaries. The terms and conditions of awards and the Committee's determinations and interpretations with respect thereto need not be the same with respect to each
Participant (whether or not the Participants are similarly situated). 


        (e)    No Limitation on Corporate Actions.    Nothing contained in the Plan shall be construed to prevent any member
of the Sealy Group from taking any corporate action which is deemed by it to be appropriate or in its best interest, whether or not such action would have an adverse effect on any awards made under
the Plan. No employee, beneficiary or other person shall have any claim against any member of the Sealy Group as a result of any such action. 



        (f)    Nonalienation of Benefits.    Except as expressly provided herein, no Participant or beneficiary shall have the
power or right to transfer, anticipate, or otherwise encumber the Participant's interest under the Plan. The Company's obligations under this Plan are not assignable or transferable except to
(i) a corporation which acquires all or substantially all of the Company's assets or (ii) any corporation into which the Company may be merged or consolidated. The provisions of the Plan
shall inure to the benefit of each Participant and the Participant's beneficiaries, heirs, executors, administrators or successors in interest. 



        (g)    Withholding.    A Participant may be required to pay to a member of the Sealy Group and each member of the
Sealy Group shall have the right and is hereby authorized to withhold from any payment due under this Plan or from any compensation or other amount owing to the Participant, applicable withholding
taxes with respect to any payment under this Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes. 


        (h)    Severability.    If any provision of this Plan is held unenforceable, the remainder of the Plan shall continue
in full force and effect without regard to such unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan. 


        (i)    Governing Law.    The Plan shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to conflicts of laws. 


        (j)    Headings.    Headings are inserted in this Plan for convenience of reference only and are to be ignored in a
construction of the provisions of the Plan. 


        (k)    Compliance with Section 409A of the Code.    The Plan is intended to comply with Section 409A of
the Code and will be interpreted in a manner intended to comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Participant's termination
of employment with any Service Recipient the Participant is a "specified employee" as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits
otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then
the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to
the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant's termination of employment with all Service Recipients
(or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. Each payment made under the Plan shall be
designated as a "separate payment" within the meaning of Section 409A of the Code. 



        Approved
by stockholders on April 14, 2010.



6











QuickLinks



Exhibit 10.43


THE AMENDED AND RESTATED SEALY CORPORATION BONUS PLAN