Exhibit 10.34 to Select Comfort Corp. Form 10-K for the Fiscal Year Ended January 3, 2009









Exhibit 10.34



FIRST AMENDMENT TO THE
 AMENDED AND RESTATED

SELECT COMFORT CORPORATION

EXECUTIVE SEVERANCE PAY PLAN


Pursuant to the retained power of amendment contained in Section 6.1 of
the “Select Comfort Corporation Executive Severance Pay Plan,” as previously
amended and restated as of August 21, 2008 (the “Plan”), the undersigned amends
the Plan as set forth below. 


Section 4.4(A) of
the Plan is amended, effective December 12, 2008 (and applies to any Qualified
Employee who has a Termination of Employment after that date) to read as
follows: 


	
 

	
 

	
 


	
 

	
(A)

	
 


	
 

	
 

	
 


	
 

	
          (1)          With
 respect to a Qualified Employee who is classified by the Participating
 Employer as a Grade 14 or 15, the base amount of Severance Pay benefits
 pursuant to Section 4.1 will be paid in a single lump sum within a reasonable
 time following the Participant’s Termination of Employment (subject to the
 provisions of Section 3.3 relating to execution and delivery of a Release
 within the period prescribed by the Administrator and no rescission of any
 such Release) and in no event later than March 1st of the calendar year
 following the calendar year during which such Termination of Employment
 occurs. 


	
 

	
 


	
 

	
          (2)          With
 respect to a Qualified Employee who is classified by the Participating
 Employer as a Grade 13, the base amount of Severance Pay benefits pursuant to
 Section 4.1 will be paid in substantially equal installments at regular
 payroll intervals beginning not more than forty-five (45) days after the
 Participant’s Termination of Employment (subject to the provisions of Section
 3.3 relating to execution and delivery of a Release within the period
 prescribed by the Administrator and no rescission of any such Release);
 provided, that any portion of the base amount of Severance Pay benefits
 pursuant to Section 4.1 that would exceed the limitations of the separation
 pay exception to Code section 409A (as described in Treasury Regulation
 section 1.409A-1(b)(9)) will be paid in a single lump sum within a reasonable
 time following the Participant’s Termination of Employment (subject to the
 provisions of Section 3.3 relating to execution and delivery of a Release
 within the period prescribed by the Administrator and no rescission of any
 such Release) and in no event later than March 1st of the calendar year
 following the calendar year during which such Termination of Employment
 occurs. 


	
 

	
 


	
 

	
          (3)          Severance
 Pay benefits paid in installments at regular payroll intervals are intended
 to comply with the separation pay exception to Code section 409A (as
 described in Treasury Regulation section 1.409A-1(b)(9)). Severance Pay
 benefits paid in a single lump sum payment are intended to comply with the
 short-term deferral exception to Code section 409A (as described in Treasury
 Regulations section 1.409A-1(b)(4)) because such benefits will be paid not
 later than March 15th of the calendar year following the calendar year in 














	
 

	
 


	
 

	
which the employee’s right to the benefits is no longer subject to a
 substantial risk of forfeiture within the meaning of Code section 409A





IN WITNESS WHEREOF,
the Company has caused this instrument to be executed by its authorized
officers on the date written below. 


	
 

	
 

	
 


	
 

	
SELECT COMFORT CORPORATION


	
 

	
 

	
 


	
Dated:
 December 12, 2008

	
By: 

	
/s/ Mark A.
 Kimball


	
 

	
 

	
Senior Vice
 President & General Counsel


	
 

	
 

	
 


	
Dated:
 December 12, 2008

	
By:

	
/s/ Karen R.
 Richard


	
 

	
 

	
Vice
 President, Chief Human Resource and


	
 

	
 

	
Strategy
 Officer