Exhibit 10.2  SEALY CORPORATION PERFORMANCE RESTRICTED STOCK
UNIT AWARD AGREEMENT  THIS AGREEMENT (the Agreement)
is made, effective as of the date set forth on Appendix A of this Agreement
(such date, the Grant Date), between Sealy
Corporation, a Delaware corporation (hereinafter called the Company), andthe individual
named on Appendix A of this Agreement who is an employee of the Company or a
Subsidiary (hereinafter referred to as the Employee).  For purposes of this Agreement, capitalized
terms not otherwise defined above or below or in the Amended and Restated
Equity Plan for Key Employees of Sealy Corporation and its Subsidiaries,
effective December 16, 2008, as it may be amended from time to time (the Plan) shall have the meanings set forth in Section 17
of this Agreement.  WHEREAS, the Company desires to grant the Employee
restricted stock unit awards as provided for hereunder (collectively, the RSUs), ultimately payable in Common Stock pursuant to the
terms of the Plan which terms are hereby incorporated by reference and made a
part of this Agreement; and  WHEREAS, the Committee has determined that it would
be to the advantage and best interests of the Company and its shareholders to
grant the shares of Common Stock provided for herein to the Employee as an
incentive for increased efforts during his or her employment with the Company
or a Subsidiary, and has advised the Company thereof and instructed the
undersigned officer to grant said RSUs.  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 the RSUs.  Subject to the terms and conditions of the
Plan and the additional terms and conditions set forth in this Agreement, the
Company hereby grants to the Employee the opportunity to vest in up to the
number of RSUs set forth on Appendix A of this Agreement (the Target RSU Award Amount). 
An RSU represents the right to receive one
share of Common Stock,
such that the maximum number of shares of Common Stock payable under the terms
of this Agreement equals the Target RSU Award Amount.  The RSUs shall become earned and vested and
become nonforfeitable in accordance with Section 2 hereof.  2.             Vesting.  (a)           General Rule.  Unless otherwise provided in this Agreement,
so long as the Employee continues to be employed by the Company or any of its
Subsidiaries through the Required Employment Date (as such term is defined on
Appendix A of this Agreement, the Employee shall, on the Required Employment
Date, become vested in a number of RSUs, if any, representing the total
percentage of the Target RSU Award Amount earned by the Employee under Section 6
of Appendix A of this Agreement.  Whether
and to what extent the RSUs have become vested under this Section 2(a) shall
be determined by the Committee at its first meeting after the Financial
Statement Approval Date following the end of the Applicable Fiscal Year (such
date, the Determination Date), upon the
Committees certification of achievement of the applicable Performance Goals as
set forth on Appendix A of this Agreement. 
For the avoidance


of
doubt, if all or a portion of the RSUs become earned based on the achievement
of one or more Performance Goals at the end of one of the Applicable Fiscal
Years, the failure of the Company to meet or exceed such Performance Goal in a
subsequent Applicable Fiscal Year shall not result in the RSU failing to be
earned hereunder.  (b)Resignation of
Employment; Any Termination by the Company.  Notwithstanding the general rule set
forth in Section 2(a) above, if, prior to the Required Employment
Date (and absent the occurrence of any Change in Control), the Employees
employment with Company and its Subsidiaries is terminated for any reason (x) by
the Employee (other than due to the Employees death, Disability or Qualified
Retirement) or (y) by the Company or any of its Subsidiaries, then all
RSUs granted hereunder shall be forfeited by the Employee without consideration
as of such termination date.  (c)Death of
Employee. 
Notwithstanding anything herein to the contrary, if, prior to the
Required Employment Date (and absent the occurrence of any Change in Control),
the Employees employment with the Company and its Subsidiaries is terminated
by the Employee due to the Employees death (the date of such termination, the Death Termination Date), then the entire Target RSU Award
Amount shall immediately become earned and vested on the Death Termination
Date, and the Employee shall be entitled to receive a distribution of a number
of shares of Common Stock equal to the Target RSU Award Amount no later than
the later of (x) ninety (90) days following the Death Termination Date and
(y) December 31 of the year in which the Death Termination Date
occurs.  (d)Disability of
Employee. 
Notwithstanding anything herein to the contrary, if, prior to the
Required Employment Date (and absent the occurrence of any Change in Control),
the Employees employment with the Company and its Subsidiaries is terminated
by the Employee due to the Employees Disability (such termination date, the Disability Termination Date), then the entire Target RSU
Award Amount shall immediately become earned and vested on the Disability
Termination Date, and the Employee shall be entitled to receive, a distribution
of a number of shares of Common Stock equal to the Target RSU Award Amount as
soon as administratively feasible following the Disability Termination Date
(but in no event more than ninety (90) days following such date).  (e)Qualified
Retirement of Employee. 
Notwithstanding anything herein to the contrary, if, prior to the
Required Employment Date (and absent the occurrence of any Change in Control),
the Employees employment with the Company and its Subsidiaries is terminated
by the Employee due to the Employees Qualified Retirement (such date, the Retirement Termination Date), then the Employee shall be
entitled to receive the following:  (i)            a distribution of a number of shares
of Common Stock, if any, representing the total percentage of the Target RSU
Award Amount earned by the Employee pursuant to Section 2(a) above in
respect of any Applicable Fiscal Year that ended prior to the year in which the
Retirement Termination Date occurs, which Shares will be distributed as soon as
administratively feasible following the Retirement Termination Date (but in no
event more than ninety (90) days following such date); and  2


(ii)           a distribution of a number of shares
of Common Stock, if any, equal to the product of (i) the number of shares
representing the percentage of the Target RSU Award Amount earned by the
Employee pursuant to Section 2(a) above for the Applicable Fiscal
Year in which the Retirement Termination Date occurs (such year, the Retirement Fiscal Year) and (ii) a fraction, the
numerator of which is equal to the number of days between (and including) the
first day of the Retirement Fiscal Year and the Retirement Termination Date,
and the denominator of which is equal to 365, which Shares will be distributed
as soon as administratively feasible following the applicable Determination
Date (but in no event more than ninety (90) days following such date).  Any RSUs that do not become
earned and vested pursuant to this Section 2(e) shall be forfeited by
the Employee without consideration as of the applicable Determination Date.  (f)Change in
Control.  Notwithstanding anything
herein to the contrary, if there occurs a Change in Control prior to the
Required Employment Date, and the Employee is still employed with the Company
or any of its Subsidiaries upon the occurrence of such Change in Control (such
date, the Change in Control Date), then the
entire Target RSU Award Amount shall immediately become earned and vested on
the Change in Control Date, and the Employee shall be entitled to receive a
distribution of a number of shares of Common Stock equal to the Target RSU
Award Amount as soon as administratively feasible after the Change in Control
Date (but in no event later than ninety (90) days following such date).  3.Settlement of
RSUs.  Subject to earlier
distribution pursuant to Section 2(c), (d), (e) or (f) above, on
the Required Employment Date, the Company shall distribute to the Employee a
number of shares of Common Stock representing the total percentage of the
Target RSU Award Amount earned by the Employee pursuant to Section 2(a) above.  Any number of RSUs that do not become earned
and vested in accordance with Section 2(a) hereof (to the extent not
already previously forfeited pursuant to Section 2(b) above) shall,
effective as of the Required Employment Date, be forfeited by the Employee
without consideration.  4.No Dividend
Equivalents.  Unless and
until the Employee is the record holder of the Common Stock subject to the
RSUs, he or she is not entitled to the payment of any dividends (or dividend
equivalents) with respect to the RSUs or the shares of Common Stock subject
thereto.  5.Limitation on
Obligations.  The Companys
obligation with respect to the RSUs granted hereunder is limited solely to the
delivery to the Employee 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, unless as otherwise
provided for herein.  The RSUs granted
hereunder 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.  6.Rights as a
Stockholder.  The
Employee shall not have any rights of a common stockholder of the Company
unless and until the Employee becomes entitled to receive  3


the shares of Common Stock
pursuant to Section 2 or 3 above. 
As soon as practicable following the date that the Employee becomes
entitled to receive the shares of Common Stock pursuant to Section 2 or 3
above, certificates for the Common Stock shall be delivered to the Employee or
to the Employees legal guardian or representative.  7.             Transferability.  The RSUs shall not be subject to alienation,
garnishment, execution or levy of any kind, and any attempt to cause any such
awards to be so subjected shall not be recognized.  The shares of Common Stock acquired by the
Employee pursuant to Section 2 or 3 of this Agreement 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 applicable securities laws.  8.             No Right to Continued Employment
or Other Equity Awards. The granting of the RSUs evidenced hereby and this
Agreement shall impose no obligation on the Company or any Subsidiary to (a) continue
the employment of the Employee and shall not lessen or affect the Companys or
any Subsidiarys right to terminate the employment of such Employee or (b) make
any future Share or Share-based awards to the Employee, and this grant of RSUs
does not constitute any increase of annual compensation or benefits to be
provided to the Employee.  9.             Restrictive Covenants.  The content, terms and conditions of the provision/section
entitled Confidential Information; Covenant
Not to Compete in the Management Stockholders Agreement entered
into between the Company and the Employee, dated as of the date set forth on
Appendix A of this Agreement(the MSA)
are hereby incorporated by reference into this Agreement.  Additional terms and conditions in the MSA
related to non-competition, non-solicitation and confidentiality, including the
terms relating to breach or conflict, are also expressly incorporated herein.  10.           Change in Capitalization.  If there occurs an event as described in Section 8
of the Plan, the provisions of Section 8 of the Plan shall govern the
treatments of the RSUs granted hereunder.  11.           Withholding.   Upon vesting of the RSUs in accordance with Section 2
above, the Company will be required to withhold the employment taxes due with
respect to such vesting.  In addition, it
shall be a condition of the obligation of the Company upon delivery of Common
Stock to the Employee pursuant to Section 2 or 3 above that the Employee
pay to the Company such amount as may be requested by the Company for the
purpose of satisfying any liability for any federal, state or local income or
other taxes required by law to be withheld with respect to such Common Stock.  The Company shall be authorized to take such
action as may be necessary, in the opinion of the Companys counsel (including,
without limitation, withholding Common Stock otherwise deliverable to the
Employee hereunder and/or withholding amounts from any compensation or other
amount owing from the Company to the Employee), to satisfy the obligations for
payment of the minimum amount of any such taxes.  In addition, if the Company reasonably
determines that there would be (x) no adverse accounting implications to the
Company and (y) no adverse tax consequences to the Employee, the Company
may permit the Employee to elect to use Common Stock otherwise deliverable to
the Employee hereunder to  4


satisfy any such obligations,
subject to such procedures as the Companys accountants may require.  The Employee is hereby advised to seek his
own tax counsel regarding the taxation of the grant of RSUs made hereunder.  12.           Securities Laws.  Upon the delivery of any Common Stock to the
Employee, the Company may require the Employee 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 delivery of the
Common Stock hereunder shall be subject to all applicable laws, rules and
regulations and to such approvals of any governmental agencies as may be
required.  13.           Section 409A of the Code.  In the event that it is reasonably determined
by the Company that, as a result of the deferred compensation tax rules under
Section 409A of the Code (and any related regulations or other
pronouncements thereunder) (the Deferred Compensation Tax
Rules), payments or benefits that the Employee is entitled to under
the terms of this Agreement may not be made or provided at the time
contemplated by the terms hereof or thereof, as the case may be, without
causing the Employee to be subject to tax under the Deferred Compensation Tax
Rules, the Company shall, in lieu of providing such payment or benefit when
otherwise due under this Agreement, instead provide such payment or benefit on
the first day on which such provision would not result in the Employee
incurring any tax liability under the Deferred Compensation Tax Rules; which
day, if the Employee is a specified employee (within the meaning of the
Deferred Compensation Tax Rules), may, in the event the payment or benefit to
be provided is due to the Employees separation from service (within the
meaning of the Deferred Compensation Tax Rules) with the Company and its
Subsidiaries, shall be the first day following the six-month period beginning
on the date of such separation from service. This Agreement is intended to
comply with the Deferred Compensation Tax Rules and will be interpreted
accordingly.  References under this
Agreement to the Employees termination of employment shall be deemed to refer
to the date upon which the Employee has experienced a separation from service
within the meaning of the Deferred Compensation Tax Rules.  14.           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 Employee shall be addressed to him
or her at the address appearing in the personnel records of the Company for the
Employee.  By a notice given pursuant to
this Section 14, either party may hereafter designate a different address
for notices to be given to him/her or it. 
Any notice which is required to be given to the Employee shall, if the
Employee is then deceased, be given to the Employees personal representative
if such representative has previously informed the Company of his or her status
and address by written notice under this Section 14.  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  15.           Governing Law.  The laws of the State of Delaware (or if the
Company reincorporates in another state, the laws of that state) 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.  5


16.           RSUs
Subject to Plan.   The RSUs shall be
subject to all applicable terms and provisions of the Plan, to the extent
applicable to the Common Stock.   In the
event of any conflict between this Agreement and the Plan, the terms of the
Plan shall control.  17.           Definitions.  (a)           Applicable Fiscal Years
shall have the meaning set forth on Appendix A of this Agreement.  (b)           Code shall
mean the Internal Revenue Code of 1986, as amended.  (c)           Change in Control
shall mean Change in Control as defined in the Plan.  Notwithstanding the foregoing, a Change in
Control shall not be deemed to occur unless such transaction or occurrence
constitutes a change in ownership or effective control within the meaning of Section 409A(a)(2)(A)(v) of
the Code.  (d)           EBITDA shall
mean Adjusted EBITDA as defined in the SECOND AMENDMENT dated as of November 14,
2008 among SEALY MATTRESS COMPANY, an Ohio corporation (the Borrower), SEALY
CANADA LTD./LTEE, a company organized under the laws of Canada (the Canadian
Borrower), SEALY MATTRESS CORPORATION, a Delaware corporation (Holdings),
SEALY CORPORATION, a Delaware corporation (Parent), the subsidiaries of
Borrower listed on the signature pages thereto, as guarantors, and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, Administrative
Agent) on behalf of the Required Lenders to the Third Amended and Restated
Credit Agreement dated as of August 25, 2006 (as amended, supplemented,
amended and restated or otherwise modified from time to time) among Borrower,
Canadian Borrower, Holdings, Parent and certain Subsidiaries of Borrower, as
Guarantors, each lender from time to time party thereto, the Administrative Agent
and the other Agents and the Arrangers named therein, which agreement generally
provides that EBITDA is defined as net income plus interest, taxes,
depreciation and amortization and Adjusted EBITDA is defined as EBITDA
further adjusted to exclude unusual items and other adjustments permitted in
calculating covenant compliance under the agreement.  (e)            Fiscal Year
shall mean each fiscal year of the Company (which, for the avoidance of doubt,
ends on or about November 30 of any given calendar year).  (f)            Financial Statement
Approval Date shall mean the date on which the audited financial
statements of the Company for any of the Applicable Fiscal Years have been
finally approved by the auditing firm engaged by the Company to review such
statements (which approval shall in no event occur later than February 28
of the calendar year immediately following the Applicable Fiscal Year).  (g)            Permanent Disability
shall mean the Employee becomes physically or mentally incapacitated and is
therefore unable for a period of six (6) consecutive months to perform
substantially all of the material elements of the Employees duties with the
Company or any Subsidiary or Affiliate thereof. 
Any question as to the existence of the Permanent Disability  6


of
the Employee as to which the Employee and the Company cannot agree shall be
determined in writing by a qualified independent physician mutually acceptable
to the Employee and the Company.  If the
Employee and the Company cannot agree as to a qualified independent physician,
each shall appoint such a physician and those two physicians shall select a
third who shall make such determination in writing.  The determination of Permanent Disability
made in writing to the Company and the Employee shall be final and conclusive
for all purposes of this Agreement (such inability is hereinafter referred to
as Permanent Disability or being Permanently Disabled).  (h)           Performance Goals
shall mean the financial targets for the Company as set forth on Appendix A to
this Agreement.  (i)            Qualified Retirement
shall mean a retirement from the Company meeting all of the following criteria:
(a) the Employee has been continually employed by the Company or any
Subsidiary or Affiliate thereof from the date hereof through the end of the
Companys Fiscal Year that the Grant Date occurs, (b) the Employee is at
least 58 years of age and (c) the Employee has reached a total
combined years of age and service (since such Employees most recent hire date)
which totals at least 73 (calculated on a monthly basis).  18.           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.  [Remainder of page intentionally
blank.]  7


Appendix A - Major Terms  1.Grant
Datefor purposes of this Agreement shall mean:                                         .  2.Employeefor purposes ofthis
Agreement shall mean:                                              .  3.The Target RSU
Award Amount subject to the terms of this Agreement is:                                     
..  4.Required
Employment Datefor purposes ofthis Agreement shall mean:
                                                     .  5.The Performance Goals, which goals are
to be met or exceeded by the Company at the end of any of the Applicable Fiscal
Years are as follows:  a.First
Performance Goal:  b.Second
Performance Goal:  c.Third
Performance Goal:  6.Applicable
Fiscal Yearsfor purposes ofthis Agreement shall mean the Companys Fiscal Years                                  .  7.The Employee
will have the opportunity to earn the Target RSU Award Amount as follows:  a.33 1/3% of the
Target RSU Award Amount shall become earned if and to the extent that, at the
end of any of the Applicable Fiscal Years, the First Performance Goal is met or
exceeded;  b.An additional
33 1/3% of the Target RSU Award Amount shall become earned if and to the extent
that, at the end of any of the Applicable Fiscal Years, the Second Performance
Goal is met or exceeded; and  c.An additional
33 1/3% of the Target RSU Award Amount shall become earned if and to the extent
that, at the end of any of the Applicable Fiscal Years, the Third Performance
Goal is met or exceeded.  8.Management
Stockholders Agreement for purposes of this
Agreement shall mean the Management Stockholders Agreement previously entered into
between the Employee and the Company.  8


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement effective as of the date hereof.  SEALY CORPORATION
  
  EMPLOYEEBy:Name:
  
  [Name]Title:  9