2022 KEY OFFICERS INCENTIVE PLAN AWARD FORMULA




 Exhibit 10.2 

2022 AWARD FORMULA 
 FOR
THE 
 2020 KEY OFFICERS INCENTIVE PLAN 

The 2020 Key Officers Incentive Plan (the “Plan”) provides cash Awards to Participants based on achievement of Performance Objectives for a
specified Performance Period. Capitalized terms not defined in this document have the meaning ascribed under the Plan. 
 Participants in the Plan are the
Section 16 Officers of the Company. There are separate Award Formulas under the Plan for Corporate Participants and Profit Center Participants. Under both formulas, a Participant’s Award is calculated by reference to the Target Percentage
of the Participant’s base salary at the end of the Performance Period. The Award Formulas and each Participant’s Target Percentage are determined by the Committee. 

For the Performance Period commencing January 1, 2022 and ending December 31, 2022, Awards under the Plan will be determined by achievement of the
following Performance Objectives. 
  

					
	 Participant Type
	  	 Performance Objectives
	  	Relative
Weight
	 Corporate Participants
	  	 Return on Capital Employed (ROCE)
	  	60%
		  	 Cash Flow
	  	40%
	 Profit Center Participants
	  	 Return on Capital Employed (ROCE)
	  	60%
		  	 Free Cash Flow (FCF)
	  	40%

 Award Formula for Corporate Participants 

ROCE and Cash Flow for Corporate Participants are calculated as follows: 
  

							
		 	ROCE =	 	 Earnings Before Interest and Taxes (EBIT)
	 	
		 		 	Net Property Plant and Equipment (PP&E) + Working Capital1,2	 	

  

	 	1	 Quarterly averaging of Net PP&E and Working Capital 



	 	2	 Working Capital, excluding cash and current maturities of long-term debt, as presented on the Company’s
December 31, 2022 Consolidated Balance Sheet 


  

							
		 	Cash Flow =	 	Earnings Before Interest Taxes Depreciation and Amortization (EBITDA) ± Change in Working Capital1 + Non-Cash
Impairments – Capital Expenditures

  

	 	1	 Change in Working Capital, excluding cash and current maturities of long-term debt, from December 31, 2021
to December 31, 2022, as reflected on the Company’s Consolidated Balance Sheets 



  
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 Achievement of ROCE and Cash Flow targets for Corporate Participants is determined by the Company’s
aggregate 2022 financial results. Financial results from acquisitions are excluded from calculations in the year of acquisition. Financial results from businesses divested during the year will be included in the calculations; however, the ROCE and
Cash Flow targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations.
Financial results will exclude (i) certain currency and hedging-related gains and losses, (ii) gains and losses from asset disposals, and (iii) items that are outside the scope of the Company’s core, on-going business activities. 
 ROCE and Cash Flow shall be adjusted for all items of gain, loss or expense for the
fiscal year, as determined in accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in
footnotes to the financial statements in the Company’s 2021 10-K; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle. 

Achievement targets and payout percentages for Corporate Participants’ ROCE and Cash Flow are set forth below. No Awards are paid for ROCE achievement
below 28.1% or Cash Flow below $476.25 million. The ROCE and Cash Flow payouts are each capped at 150%. Payouts will be interpolated for achievement levels falling between those set out in the schedule. 

 

									
	2022 Corporate Targets and Payout Schedule
			
	ROCE	 	 	 	Cash Flow
	 Achievement
	 	Payout	 	 	 	Achievement	 	Payout
	< 28.1%	 	0%	 		 	<$476.25M	 	0%
	28.1%	 	50%	 	Threshold	 	$476.25M	 	50%
	37.5%	 	100%	 	Target	 	$635M	 	100%
	46.9%	 	150%	 	Maximum	 	$793.75M	 	150%

 Award Formula for Profit Center Participants 

ROCE and FCF for Profit Center Participants are calculated as follows: 
  

							
		 	 ROCE =
	 	 EBIT
	 	
		 		 	Net PP&E + Working Capital1, 2	 	

  

	 	1	 Monthly averaging of Net PP&E and Working Capital, adjusted for currency effects. 



	 	2	 Working Capital excludes cash, current maturities of long-term debt, and balance sheet items not directly
related to on-going Profit Center activity, such as interest receivable and payable, income taxes receivable and payable, current deferred tax assets and liabilities, and dividends payable.




  
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	        	 	FCF =	 	EBITDA (adjusted for currency effects) ± Change in Working Capital1 + Non-Cash Impairments – Capital
Expenditures

  

	 	1	 Change in Working Capital from December 31, 2021 to December 31, 2022, excluding cash, current
maturities of long-term debt, and balance sheet items not directly related to on-going Profit Center activity, such as interest receivable and payable, income tax receivable and payable, current deferred taxes
assets and liabilities, and dividends payable. 


 Achievement of ROCE and FCF targets for Profit Center Participants is determined by
aggregate 2022 financial results for the Profit Centers for which the Participant is responsible. Financial results from acquisitions are excluded from calculations in the year of acquisition. Financial results from businesses divested during the
year will be included in the calculations; however, the ROCE and FCF targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as
discontinued operations will be included in the calculations. Financial results will exclude (i) results from non-operating branches, (ii) certain currency and hedging-related gains and losses,
(iii) gains and losses from asset disposals, (iv) items that are outside the scope of the Company’s core, on-going business activities or relating to any other special events or change in
business conditions, and (v) the impact of corporate allocations. 
 ROCE and FCF shall be adjusted for all items of gain, loss or expense for the
fiscal year, as determined in accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in
footnotes to the financial statements in the Company’s 2021 10-K; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle. 

Financial results for each Profit Center may include a critical compliance adjustment, ranging from a potential 5% increase for exceptional safety performance
to a 20% deduction for critical compliance failures. 
 Achievement targets and payout percentages for the Profit Center Participant’s ROCE and FCF are
set forth below. No Awards are paid for achievement below 75% of the ROCE and FCF targets. The ROCE and FCF payouts are each capped at 150%. The payout will be interpolated for achievement levels falling between those set out in the schedule. 

 

									
	2022 Profit Center Targets	 
			
	 Segment
	  	ROCE
Target	 	 	FCF
Target	 
	 Bedding Products Segment
	  	 	31.6	% 	 	$	412.9M	 
	 Specialized Products + Furniture, Flooring & Textile Products
	  	 	39.8	% 	 	$	296.8M	 


  
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 2022 Profit Center Payout Schedule 

 

					
	 Achievement
	  	 	  	 Payout

	<75%	  		  	0%
	75%	  	Threshold	  	50%
	100%	  	Target	  	100%
	125%	  	Maximum	  	150%

 Sample Calculation 

For Corporate and Profit Center Participants, the Award is calculated by multiplying the Participant’s salary, Target Percentage, the relative weight of
the Performance Objective, and the payout percentage for each Performance Objective. The sample calculation below assumes a Participant with a base salary of $500,000, a Target Percentage of 80%, a ROCE payout of 120%, and a Cash Flow/FCF payout of
80%: 
  

																					
	 Performance Objective
	  	Participant’s
Base Salary	 	  	Participant’s
Target%	 	 	Relative
Weight	 	 	Payout
Percentage	 	 	Award	 
	 ROCE
	  	$	500,000	 	  	 	80	% 	 	 	60	% 	 	 	120	% 	 	$	288,000	 
	 Cash Flow/FCF
	  	$	500,000	 	  	 	80	% 	 	 	40	% 	 	 	80	% 	 	 	128,000	 
		  				  				 				 				 	  
	  
	 
		  				  				 	 	Total Award:	 	 	$	416,000	 


  
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