exhibit101.htm


    
      Exhibit
10.1



    TEMPUR-PEDIC
INTERNATIONAL INC.

     

    AMENDED
AND RESTATED 2003 EQUITY INCENTIVE PLAN

     

    First
Amendment

    To

    Stock
Option Agreement

    (Tom
Bryant)

    


     

    This First
Amendment dated as of July 8, 2008 (the “Amendment”), between
Tempur-Pedic International Inc., a corporation organized under the laws of the
State of Delaware (the “Company”), and H.
Thomas Bryant, residing at the address set out below (the “Optionee”).

    


    WHEREAS, the Company and
Optionee are parties to that certain Stock Option Agreement, dated as of June
26, 2006 (the “Option
Agreement”);

    


    WHEREAS, the Board of
Directors of the Company resolved on July 8, 2008 to amend the terms governing
the expiration of the Option in the Option Agreement;

    


    NOW, THEREFORE, in
consideration of the foregoing, of the mutual promises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

    


    A.           Definitions. Capitalized terms
used but not defined herein shall have the meanings given such terms in the
Option Agreement.

    


    B.           Duration of
Option.  Subsection 3(b) (Duration of Option) of the Option
Agreement is hereby deleted and replaced in its entirety to read as
follows:

    


    “(b)           If
the Optionee’s employment is terminated pursuant to Section 3.1(c) (“Termination
by the Company for Cause”) of the Employment Agreement, or if Optionee
terminates his employment (other than pursuant to Section 3.1(b) of the
Employment Agreement) or if the Optionee or the Company elects not to renew the
term of the Employment Agreement, as provided in Section 1.1 of the Employment
Agreement, then on the date of termination of employment; provided however,
that in connection with any voluntary termination of employment by the Optionee
in connection with his retirement, the earlier of (i) ninety (90) days after the
date of such termination of employment or (ii) the date the Optionee is no
longer a member of the Board of Directors of the Company; or”

     

    C.           Acknowledgment.  The
Optionee hereby acknowledges and agrees that all additional vesting of the
Unvested Optioned Shares under the Option Agreement shall cease as of the date
of termination of the Optionee’s employment, notwithstanding any extended period
of exerciseability as provided in Section B above.

    


    D.           Miscellaneous.  Except
as otherwise expressly provided by this Amendment, all of the terms, conditions
and provisions of the Agreement shall remain the same.  It is agreed
by each of the parties hereto that the Agreement, as amended hereby, shall
continue in full force and effect and this Amendment and the Agreement shall be
read and construed as one instrument.  This Amendment may be executed
in any number of counterparts, each of which will be deemed an original, but
which together will constitute one document.

    


     

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    In Witness
Whereof, the parties have executed this Amendment to the Option Agreement
as of the date first above written.

     

    
    

    
      TEMPUR-PEDIC
INTERNATIONAL INC.

      
        
          	 	 	 	 
	 	 	 	 	 
	By: 	
                  
                     /s/
      Dale E. Williams

                  

                	
                   

                	/s/
      H. Thomas Bryant	 
	 Title:	 EVP,
      CFO & Secretary	 	Signature
      of Optionee	 
	 	 	 	 	 
	 	 	 	
                   H.
      Thomas Bryant

                	 
	 	 	 	 Name
      of Optionee	 
	 	 	 	 	 
	 	 	 	 Optionee's
      Address: