Stock Option Letter



 Exhibit 10.2 
 TEMPUR-PEDIC INTERNATIONAL INC. 
 2003 EQUITY INCENTIVE PLAN 
  
 STOCK OPTION AGREEMENT

  
 THIS
AGREEMENT dated as of December 1, 2004 , between Tempur-Pedic International Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified
below, residing at the address there set out (the “Optionee”). 
  
 1. Grant of Option. Pursuant and subject to the Company’s 2003 Equity Incentive Plan as attached hereto (as the same may be amended from time to time, the “Plan”), the Company grants to
you, the Optionee, an option (the “Option”) to purchase from the Company all or any part of a total of 300,000 shares (the “Optioned Shares”) of the common stock, par value $.01 per share, of the Company (the
“Stock”), at a price of $19.30 per share. The Grant Date of this Option is as of December 1, 2004. 
  
 2. Character of Option. Subject to the limitations set forth in Section 7.1(f) of the Plan, this Option is to be treated as an “incentive
stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 
  
 3. Duration of Option. Subject to the following sentence, this Option shall expire at 5:00 p.m. on November 30, 2014. However, if your employment
or other association with the Company and its Affiliates ends before that date (including because your employer ceased to be an Affiliate), this Option shall expire at 5:00 p.m. on November 30, 2014 or, if earlier, the date specified in whichever of
the following applies: 
  
 (a) If the termination of your
employment or other association is on account of your death or disability, the first anniversary of the date your employment ends; or 
  
 (b) If the termination of your employment or other association is due to any other reason, three (3) months after your employment or other association
ends. 
  
 4. Exercise of Option. 
  
 (a) Until this Option expires, you may exercise it as to the number of
Optioned Shares identified in the table below, in full or in part, at any time on or after the applicable exercise date or dates identified in the table. However, during any period that this Option remains outstanding after your employment or other
association with the Company and its Affiliates ends, including because your employer ceased to be an Affiliate, you may exercise it only to the extent it was exercisable immediately prior to the end of your employment or other association. The
procedure for exercising this Option is described in Section 7.1(e) of the Plan. You may pay the exercise price due on exercise by delivering other shares of Stock of equivalent Market Value provided you have owned such shares of Stock for at least
six months. 








			
	 Number of Shares
 in Each Installment

	  	 Initial Exercise Date
 for Shares in Installment


	75,000	  	December 1, 2005
	18,750	  	March 1, 2006
	18,750	  	June 1, 2006
	18,750	  	September 1, 2006
	18,750	  	December 1, 2006
	18,750	  	March 1, 2007
	18,750	  	June 1, 2007
	18,750	  	September 1, 2007
	18,750	  	December 1, 2007
	18,750	  	March 1, 2008
	18,750	  	June 1, 2008
	18,750	  	September 1, 2008
	18,750	  	December 1, 2008

  
 5. Transfer of
Option. Except as provided in Section 6.4 of the Plan, you may not transfer this Option except by will or the laws of descent and distribution, and, during your lifetime, only you may exercise this Option. 
  
 6. Incorporation of Plan Terms. This Option is granted subject to all
of the applicable terms and provisions of the Plan, including but not limited to the limitations on the Company’s obligation to deliver Optioned Shares upon exercise set forth in Section 10 (Settlement of Awards).

  
 7. Miscellaneous. This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof and shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator,
trustee, guardian, or other legal representative of you. Capitalized terms used but not defined herein shall have the meaning assigned under the Plan. This Agreement may be executed in one or more counterparts all of which together shall constitute
but one instrument. 
  
 8. Tax Consequences. The Company
makes no representation or warranty as to the tax treatment to you of your receipt or exercise of this Option or upon your sale or other disposition of the Optioned Shares. You should rely on your own tax advisors for such advice. In particular, you
acknowledge that in any event, as a result of the limitations set forth in Section 7.1(f) of the Plan, a significant portion of this Option will not be treated as an Incentive Option. 







 IN WITNESS WHEREOF, the parties have
executed this Agreement as a sealed instrument as of the date first above written. 
  
 TEMPUR-PEDIC INTERNATIONAL INC. 
  

					
	 By:
  
	 	 /S/    H. THOMAS BRYANT

	 	 /S/    MATTHEW CLIFT


	 Title:
  
	 	 President

	 	Signature of Optionee
	 	 	 	 	 Matthew Clift


	 	 	 	 	Name of Optionee
			
	 	 	 	 	Optionee’s Address:
			
	 	 	 	 	105 Crosswoods Place
	 	 	 	 	Nicholasville, KY 40356