Exhibit
10.43


 


EXECUTION COPY


 


THE AMENDED AND RESTATED SEALY CORPORATION BONUS PLAN


 


Sealy Corporation (the “Company”) hereby
adopts the Amended and Restated Sealy Corporation Bonus Plan (the “Plan”) for
the benefit of certain employees and subject to the terms and provisions set
forth below.


 


1.                                       Purpose.  The Sealy Corporation Bonus
Plan is intended to attract and retain employees in key positions of Sealy
Corporation and selected subsidiaries (the “Company”), to motivate participants
toward achieving the Company’s objectives and to reward participants for their
contributions to the success of the Company.


 


2.                                       Administration.  The
Plan is administered by the Board of Directors of the Company.  The Board may delegate any of its rights and
duties under the Plan to the Compensation Committee or an officer of the
Company.  The Board establishes
administrative rules, determines employee eligibility, and establishes the
awards to be made under the Plan and their terms and conditions.  In addition, the Board has authority to
adjust or modify the Plan or its operations to deal with unusual or
unanticipated events in a fair and equitable manner. The Board shall construe
and interpret the Plan and its determinations shall be final and binding upon
all Plan participants.


 


3.                                       Participation. 
Participants in the Plan are selected during each fiscal year by the
Board from exempt salaried employees. 
Participants are assigned to a bonus group at the sole discretion of the
Board, with groupings generally as follows:


 


	
   

  	
  Group 8:

  	
   

  	
  Selected Senior Company Executives

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Group 7:

  	
   

  	
  Senior Company Executives

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Group 6:

  	
   

  	
  Corporate and Regional Sales & Operations Vice Presidents

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Group 5:

  	
   

  	
  Other Senior Management

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Group 4:

  	
   

  	
  Plant Managers, Sales Managers

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Group 3:

  	
   

  	
  Other Middle Management

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Group 2:

  	
   

  	
  Senior Professionals and Plant Supervisors

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Group 1:

  	
   

  	
  Selected Exempt Employees

  



 


Non-exempt employees (eligible for overtime)
and Sales Representatives shall not participate in the Bonus Plan.  Participation in the Plan in one year does
not establish an employment relationship for a fixed duration and does not
confer the right to continue in the employ of the Company or to participate in
the Plan or any similar plan in any subsequent year.  Participants may be added or have their bonus
group changed during a fiscal year on a pro-rated basis at the discretion of
the Board.


 

















 


4.                                       Amount of Award. 
Bonus awards under the Plan are based on the degree to which the
financial performance of the Company, its operating plants, regions and
selected subsidiaries meet the goals established for each fiscal year.


 


Individual awards under the Plan are based on
the performance of the business segment (i.e., Company, division, plant and/or
region) to which such participant is assigned. 
The percentage of salary used in the bonus award calculation for each
Group increases from zero to a stated maximum as performance exceeds the
minimum goal according to the following Schedule of Bonus Awards:


 


	
  GROUP

  	
   

  	
  MINIMUM

  	
   

  	
  TARGET

  	
   

  	
  MAXIMUM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  (As determined by the
  Board for each participant)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  0%

  	
   

  	
  35%

  	
   

  	
  70%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  0%

  	
   

  	
  30%

  	
   

  	
  60%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  0%

  	
   

  	
  25%

  	
   

  	
  50%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  0%

  	
   

  	
  20%

  	
   

  	
  40%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  0%

  	
   

  	
  15%

  	
   

  	
  30%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  0%

  	
   

  	
  10%

  	
   

  	
  20%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  0%

  	
   

  	
  5%

  	
   

  	
  10%

  	
   

  



 


Subject to section 5 below, bonus awards will be calculated as a
percentage of a participant’s weighted average annual rate of base salary in
effect for the fiscal year for which a bonus is payable.


 


5.                                       Special Circumstances.  A
participant’s bonus award will be prorated based upon the number of days of
active employment during the fiscal year under any of the following
circumstances occurring during the fiscal year:


 


a)                                      The participant is hired or rehired after the
beginning of the fiscal year, and on or before October 31st of the fiscal year;


 


b)                                     The participant terminates employment by
reason of:


 


(1)                                  Death,


 


(2)                                  Long-term disability, or


 


2

















 


(3)                                  Retirement (after attainment of age 65 or
attainment of age 62 with 10 or more years of service), or


 


c)                                      The participant experiences a period of
unpaid leave of absence (whether by layoff, workers compensation leave or other
leave of absence) for a continuous period of 30 days or more.


 


A participant who is hired, transferred or promoted during the fiscal
year will receive a prorated bonus based upon the number of days worked in each
position and at each location/segment and in each bonus group. Hires,
transfers, or promotions, which occur after October 31st, shall not take effect for bonus purposes until the following fiscal
year.


 


Furthermore, if a participant terminates employment by reason set forth
in Section 5(b), and if such termination occurs in the calendar year in
which the fiscal year begins, the proration shall be applied to the participant’s
target percentage of his weighted average annual rate of base salary in effect
for the fiscal year in which such termination occurs.


 


6.                                       Goals.  The performance goals for
business segments will be based on corporate cash requirements, budgets, and
expected results. One or more goals are defined annually for each business
segment at the following achievement levels:


 


Maximum is the goal assigned to each segment that
provides a bonus payout of two times the target payment amount.


 


Target is the goal assigned to each segment that
provides a bonus payout at the target payment level.


 


Minimum is the goal assigned to each segment that
must be achieved prior to any bonus payout for the segment.


 


Each year a communication will be issued to segment managers defining
the corporate and segment goals and quantifying the achievement levels for each
goal. Segment managers will receive a list of participants in their area and
periodic updates on corporate and segment performance against goals.


 


Adjustments to goals may be provided for:


 


a)                                      Extraordinary Items as defined by APB 30,
i.e. items which are “unusual in nature and infrequent in occurrence,”


 


b)                                     Any financial impact of new accounting
pronouncements, and


 


c)                                      Any other items approved by the Board or the Compensation
Committee.


 


3

















 


7.                                       Eligibility and Method of Payment of Award.  In
order to be eligible to receive a bonus payment for a given fiscal year, a
participant must be hired on or before October 31st of the fiscal year and must remain employed by
the Company through the last day of the fiscal year, unless employment is
terminated by reason set forth in Section 5(b). All such bonus awards
shall be paid in a single cash lump sum (less applicable withholding).  All such bonus awards shall be paid on February 25
following the end of the fiscal year to which they relate, unless employment is
terminated during the calendar year in which such fiscal year begins by reason
set forth in Section 5(b).  If
termination is during the calendar year in which such fiscal year begins by
reason set forth in Section 5(b), such bonus award shall be paid on February 25
following the end of such calendar year.


 


8.                                       Amendment and Termination.  The
Plan was effective November 29, 1999 for fiscal years 2000 and beyond.  As amended and restated herein, the Plan is
effective December 1, 2008 for fiscal year 2009 and beyond.  In addition, all bonus awards which relate to
fiscal year 2008, unless employment terminated in calendar year 2007 by reason
set forth in Section 5(b), shall be paid on February 25, 2009.  No bonus awards which relate to fiscal year
2008 are payable for employments which terminated before 2008.  The Board of Directors may amend, terminate or
otherwise modify the Plan at any time.


 


                                                IN WITNESS HEREOF, SEALY CORPORATION, by its
appropriate officers duly authorized, has executed this instrument this 18th day of December, 2008.


 


 


	
   

  	
  SEALY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kenneth L. Walker

  	
   

  	
   

  
	
   

  	
   

  	
  Senior Vice President, General Counsel

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Lawrence J. Rogers

  	
   

  	
   

  
	
   

  	
   

  	
  President & CEO

  	
   

  	
  Title

  



 


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