Exhibit 10.2


 


RESTRICTED STOCK AWARD AGREEMENT


 


THIS AGREEMENT (the “Agreement”) is made effective
as of July 22, 2008 (the “Grant Date”), between Sealy Corporation, a
Delaware corporation (hereinafter called the “Company”), and Lawrence Rogers,
an employee of the Company, hereinafter referred to as the “Grantee.”  Capitalized terms not otherwise defined
herein shall have the same meanings as in the Plan or the Management
Stockholder’s Agreement (each as defined below).


 


WHEREAS, the Compensation Committee of the
Corporation’s Board of Directors 
(hereinafter called the “Committee”) 
has approved the grant of shares of Common Stock, pursuant to the terms
and conditions of this Agreement (the “Restricted Stock Award”), which grant is
subject in its entirety to the Company’s shareholders (the “Shareholders”)
approval of an amendment (the “Amendment”) to the 2004 Stock Incentive Plan for
Key Employees of Sealy Corporation and Its Subsidiaries (the “Plan”) to permit
the grant of shares of Common Stock under the Plan;


 


WHEREAS, the Company desires to grant the Grantee
shares of Common Stock, pursuant to the terms and conditions of this Restricted
Stock Award, the Plan (the terms of which are hereby incorporated by reference
and made a part of this Agreement), and a Management Stockholder’s Agreement
entered into by and between the Company and the Grantee as of the date hereof
(the “Management Stockholder’s Agreement”);


 


WHEREAS, the Board has determined that it would be
to the advantage and best interest of the Company and its Shareholders to grant
the shares of Common Stock provided for herein to the Grantee as an incentive
for increased efforts during his employment with the Company, and has advised
the Company thereof and instructed the undersigned officer to grant said
Restricted Stock Award;


 


WHEREAS, the Restricted Stock Award is subject in
its entirety to the Shareholders approval of the Amendment, and, if such
Amendment is not approved by the Shareholders, the Restricted Stock Award will
be forfeited in its entirety without any consideration payable therefore to the
Grantee;


 


NOW, THEREFORE, in consideration of the mutual
covenants herein contained and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto do hereby agree as follows:


 


1.     Grant
of Restricted Stock.  Subject to the
terms and conditions of the Plan, the Management Stockholder’s Agreement (and
the agreements incorporated by reference therein), and the additional terms and
conditions set forth in this Agreement, the Company hereby grants to the
Grantee 291,971  shares of Common Stock (hereinafter
called the “Restricted Stock).  The
Restricted Stock shall vest and become nonforfeitable in accordance with Section 2
hereof.


 


2.             Vesting.


 


(a)           Unless
otherwise provided in the Management Stockholder’s Agreement, so long as the
Grantee continues to be employed by the Company or its Subsidiaries through the
applicable vesting date, the Restricted Stock shall become vested as to
two-thirds of such shares on the second anniversary of the Grant Date, and the
remaining one-third of such shares on the third anniversary of the Grant Date; provided,
however, that, if prior to the third anniversary of 


 


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the
Grant Date, (i) there occurs a Change in Control, one hundred percent
(100%) of such shares shall become vested or (ii) upon the termination of
Grantee’s employment without Cause by the Company or any of its Subsidiaries or
by the Grantee for Good Reason or due to his death or Permanent Disability (as
defined below), fifty percent (50%) of any unvested shares shall become
vested.  Any stock that becomes vested
pursuant to this Section 2(a) shall hereafter be referred to as “Vested
Restricted Stock.”  For purposes of this
Agreement, the terms “Cause”, “Good Reason” and “Permanent Disability” shall
have the meanings as defined under the Employment Agreement between the Grantee
and the Company dated July 22, 2008.


 


(b)           Notwithstanding
the above, if the Grantee’s employment with the Company or any of its
Subsidiaries is terminated for any reason by the Company or its Subsidiaries,
or by the Grantee, any Restricted Stock that has not yet become Vested
Restricted Stock or that does not as a result of such action become Vested
Restricted Stock pursuant to Section 2(a) above at such time shall be
forfeited by the Grantee without consideration therefor.


 


3.             Certificates.


 


(a)   Certificates evidencing the Restricted Stock shall be issued by
the Company and shall be registered in the Grantee’s name on the stock transfer
books of the Company promptly after the date hereof.  As a condition to the receipt of this
Restricted Stock Award, the Grantee shall deliver to the Company a stock power,
duly endorsed in blank, relating to the Restricted Stock.  No certificates shall be issued for
fractional shares.


 


(b)   As
soon as practicable following the date hereof, certificates for the Restricted
Stock shall be delivered to the Grantee or to the Grantee’s legal guardian or
representative along with the stock powers relating thereto.


 


4.     Rights
as a Stockholder.  The Grantee shall
be the record owner of the Restricted Stock unless or until such Restricted
Stock is forfeited pursuant to Section 2 or is otherwise sold or disposed
of as permitted under Section 6 of this Agreement, and as record owner
shall be entitled to all rights of a common stockholder of the Company
(including, without limitation, the payment of any dividends on the shares of
Restricted Stock).


 


5.     Legend
on Certificates.  The Restricted Stock
shall contain a legend stating that they are subject to transfer restrictions
and shall be subject to such stop transfer orders and other restrictions as the
Board may deem reasonably advisable under the Plan, the Management Stockholder’s
Agreement or the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which such Restricted Stock
are listed, any applicable federal or state laws and the Company’s Articles of
Incorporation and Bylaws, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions.


 


6.     Transferability.  The Restricted Stock may not at any time be
transferred, sold, assigned, pledged, hypothecated or otherwise disposed of
unless such transfer, sale, assignment, pledge, hypothecation or other
disposition complies with the provisions of this Agreement and the Management
Stockholder’s Agreement.


 


7.     Securities Laws.  The Company may require the Grantee to make
or enter into such written representations, warranties and agreements as the
Committee may reasonably request in order to comply with applicable securities
laws or with this Agreement.  The
granting 


 


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of the
Restricted Stock hereunder shall be subject to all applicable laws, rules and
regulations and to such approvals of any governmental agencies as may be
required.


 


8.     Grantee’s
Continued Employment with the Company.  
Nothing contained in this Agreement or in any other agreement entered
into by the Company and the Grantee guarantees that the Grantee will continue
to be employed by the Company or any of its Subsidiaries for any specified
period of time.


 


9.     Change
in Capitalization.  If the Company
shall be reorganized, recapitalized or restructured, consolidated or merged
with another corporation, or otherwise undergo a significant corporate event, (a) the
Restricted Stock may be adjusted and (b) any stock, securities or other
property exchangeable for Common Stock pursuant to such reorganization,
recapitalization, restructuring, consolidation, merger or other corporate
event, shall be deposited with the Company and shall become subject to the
restrictions and conditions of this Agreement to the same extent as if it had
been the original property granted hereby, all pursuant to Sections 8 and 9 of
the Plan.


 


10.   Payment
of Taxes.   The Grantee shall have
full responsibility, and the Company shall have no responsibility, for
satisfying any liability for any federal, state or local income or other taxes
required by law to be paid with respect to such Restricted Stock; provided,
however, the Grantee shall be permitted to satisfy the minimum
withholding tax obligation with respect to such Restricted Stock by selling the
number of shares having an equivalent Fair Market Value (as defined under the
Plan) to the payment required to satisfy the tax obligation, and to the extent
applicable, the Company shall agree to waive any restrictions on the transfer
of such shares for this purpose.


 


11.   Limitation
on Obligations.  The Company’s
obligation with respect to the Restricted Stock granted hereunder is limited
solely to the delivery to the Grantee of shares of Common Stock on the date
when such shares are due to be delivered hereunder, and in no way shall the
Company become obligated to pay cash in respect of such obligation.  This Restricted Stock Award shall not be
secured by any specific assets of the Company or any of its Subsidiaries, nor
shall any assets of the Company or any of its subsidiaries be designated as
attributable or allocated to the satisfaction of the Company’s obligations
under this Agreement.  In addition, the
Company shall not be liable to the Grantee for damages relating to any delays
in issuing the share certificates to him (or his designated entities), any loss
of the certificates, or any mistakes or errors in the issuance of the
certificates or in the certificates themselves.


 


12.   Notices.  Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of its
Secretary, and any notice to be given to the Grantee shall be addressed to him
at the address given beneath his signature hereto.  By a notice given pursuant to this Section 12,
either party may hereafter designate a different address for notices to be
given to him.  Any notice that is
required to be given to the Grantee shall, if the Grantee is then deceased, be
given to the Grantee’s personal representative if such representative has
previously informed the Company of his status and address by written notice
under this Section 12.  Any notice
shall have been deemed duly given when enclosed in a properly sealed envelope
or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office
or branch post office regularly maintained by the United States Postal Service


 


13.   Governing
Law.  The laws of the State of
Delaware shall govern the interpretation, validity and performance of the terms
of this Agreement regardless of the law that might be applied under principles
of conflicts of laws.


 


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14.   Restricted
Stock Subject to Plan and Management Stockholder’s Agreement.   The Restricted Stock shall be subject to all
terms and provisions of the Plan, to the extent applicable to the Restricted
Stock and, to the extent applicable to Vested Restricted Stock, the Management
Stockholder’s Agreement and the Sale Participation Agreement.   In the event of any conflict between this
Agreement and the Plan, the terms of the Plan shall control; provided, Section 3(c) of
the Plan to the contrary notwithstanding, solely for the purposes of this
Agreement Section 3(c) of the Plan shall be deemed modified by
disregarding the sentence: “All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon all Participants, the Company and all other interested persons.”  In the event of any conflict between this
Agreement or the Plan and the Management Stockholder’s Agreement or the Sale
Participation Agreement, the terms of the Management Stockholder’s Agreement or
the Sale Participation Agreement, as applicable, shall control.  For all purposes of the Management
Stockholder’s Agreement and Sale Participation Agreement, only Vested
Restricted Stock shall be considered “Stock” for purposes of the Management
Stockholder’s Agreement (except that no shares of Replacement Restricted Stock
shall be deemed to be “Stock” for purposes of Sections 5 and 6 of the Management
Stockholder’s Agreement), or “Common Stock” that is eligible to be included in
any Request (as defined in the Sale Participation Agreement) for purposes of
the Sale Participation Agreement.


 


15.   Signature
in Counterparts.  This Agreement may
be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above written.


 


 


	
   

  	
  SEALY CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lawrence Rogers

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  3607 Gaston Road

  
	
   

  	
  Greensboro, North Carolina 27407

  



 


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