CONFIDENTIAL PORTION MARKED
[**] HAS BEEN OMITTED PURSUANT TO A
 EXHIBIT
10.5


SECOND
AMENDMENT TO THE




AMENDED
AND RESTATED RESTRICTED STOCK AGREEMENT




This
Second Amendment to the Amended and Restated Restricted Stock Agreement
(“Amendment”) is made as of this 30th day of June, 2008 between Simmons Holdco,
Inc., a Delaware corporation (the “Company”), and the undersigned (the
“Restricted Shareholder”).




WHEREAS,
the Company and the Restricted Shareholder entered into that certain Amended and
Restated Restricted Stock Agreement, dated as of April 17, 2006, as such may
have been amended from time to time to date (the “Agreement”); and




WHEREAS,
the Company and the Restricted Shareholder desire to amend the Agreement on the
terms set forth herein.




NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned hereby agree as
follows:




1.  Definitions.  Capitalized
terms used herein but not defined shall have the meanings ascribed thereto in
the Agreement.




2.  Amendments.






(a)           The
Agreement is hereby amended by deleting the entirety of Section 2(a)(ii)(B)
and redesignating Section 2(a)(ii)(A)
as Section 2(a)(ii).






(b)           The
Agreement is hereby amended by replacing the word “solely” in the first sentence
of Section 2(a)(ii)
with the phrase “under this Section 2(a)(ii)”.




(c)           The
Agreement is hereby amended by adding the following provision as Section 2(a)(iii):




Tier One and Tier Two Changes of
Control.




(A)           Upon
the consummation of a Tier One Change of Control (as defined below), up to 50%
of the Missed Shares and up to 50% of the Shares that are not yet Eligible
Shares shall become Vested Shares.  A “Tier One Change of
Control” means any Change of Control that (i) is not a Tier Two Change of
Control (as defined below), (ii) occurs during one of the years reflected in the
table below and (iii) results in Tier One Proceeds (as defined
below).  “Tier One Proceeds”
means Net Proceeds Per Class A Share (as defined below) payable at closing of
the Change of Control, when added to the dividend proceeds per share previously
received by THL thereon, that equal or exceed the product of
(x) the “Applicable
Tier One Multiple” (as reflected in the table below) and (y) the Original
Cost (as defined in the Certificate of Incorporation of the Company, as amended
from time to time) of a share of Class A Common Stock, par value $0.01 per
share, of the Company (the “Class A Common
Stock”) purchased on December 19, 2003.




Year
      in which
              Tier
      One Change of Control Occurs
            Applicable
      Tier One Multiple2009
            ** x2010
            ** x




The
number of Missed Shares and Shares that are not yet Eligible Shares that will
become Vested Shares under this Section 2(a)(iii)(A)
shall equal the maximum number of such shares (up to 50%) that may become Vested
Shares and still result in Tier One Proceeds.






(B)           Upon
the consummation of a Tier Two Change of Control, up to 100% of the Missed
Shares and up to 100% of the Shares that are not yet Eligible Shares shall
become Vested Shares.  A “Tier Two Change of
Control” means any Change of Control that (i) occurs during one of the
years reflected in the table below and (ii) results in Tier Two Proceeds
(as defined below).  “Tier Two Proceeds”
means Net Proceeds Per Class A Share payable at closing of the Change of
Control, when added to the dividend proceeds per share previously received by
THL thereon, that equal or exceed the product of
(x) the “Applicable
Tier Two Multiple” (as reflected in the table below) and (y) the
Original Cost (as defined in the Certificate of Incorporation of the Company, as
amended from time to time) of a share of Class A Common Stock purchased on
December 19, 2003.




Year
      in which
              Tier
      Two Change of Control Occurs
            Applicable
      Tier Two Multiple2008
            ** x2009
            ** x2010
            ** x




The
number of Missed Shares and Shares that are not yet Eligible Shares that will
become Vested Shares under this Section 2(a)(iii)(B)
shall equal the maximum number of such shares (up to 100%) that may become
Vested Shares and still result in Tier Two Proceeds.






(C)           For
purposes of this Agreement, the following terms shall have the following
meanings:






(i)           “Net Proceeds Per Class A
Share” means (a) the aggregate amount of net proceeds (after payment
of all indebtedness of the Company and all Expenses (as defined below))
available to be paid to holders of capital stock of the Company in any Change of
Control, divided by (b) the
Outstanding Shares (as defined below); provided, however, that in no
event shall the “net proceeds” referred to in clause (a) above
be deemed to include any amounts received by any holder(s) of Class A Common
Stock of any (x) management fees or (y) closing fees, investment banking
fees or similar fees payable in connection with any transaction.






(ii)           “Expenses” means an
amount equal to the aggregate expenses of the Company and stockholders related
to the Change of Control, including
(a) any accelerated management fees payable to any holder(s) of Class A
Common Stock in connection with such Change of Control, but excluding (b) any
closing or transaction fees payable to any holder(s) of Class A Common Stock in
connection with such Change of Control.






(iii)           “Outstanding Shares”
means the sum of (a) the aggregate number of shares of Class A Common Stock
issued and outstanding as of immediately before the Change of Control, (b) the
aggregate number of shares of Class B Common Stock that are Vested Shares as of
immediately before the Change of Control and (c) the aggregate maximum number of
shares of Class B Common Stock that are Missed Shares or Shares that are not yet
Eligible Shares as of immediately before the Change of Control under all
restricted stock and stock option agreements of the Company but that could
become Vested Shares thereunder and be included as “Outstanding Shares”
hereunder and under all such restricted stock and stock option agreements and
still result in Tier One Proceeds or Tier Two Proceeds, as
applicable.






(d)           The
Agreement is hereby amended by adding the following provision as Section 2(a)(iv):






For the
sake of clarity, upon the consummation of any Change of Control satisfying the
conditions of both Section 2(a)(ii)
and Section 2(a)(iii),
Shares that are not Vested Shares shall accelerate pursuant to the terms of
either Section
2(a)(ii) or
Section 2(a)(iii),
whichever provision results in the most number of Vested Shares; provided, however, that no more
than 100% of the Shares may become Vested Shares.




3.  Miscellaneous.




(a)  Except as
expressly modified pursuant to this Amendment, the Agreement remains unchanged
and in full force and effect.  This Amendment shall be governed by all
of the provisions in Section 8 of the
Agreement.




(b)  This
Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original, and all of which shall constitute one and the same
agreement.




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blank intentionally.]







IN
WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
Amended and Restated Restricted Stock Agreement as of the date first written
above.




SIMMONS
HOLDCO, INC.




By:          /s/ Kristen K. McGuffey


Kristen K. McGuffey


Executive
Vice President and General Counsel




RESTRICTED
SHAREHOLDER




/s/ Timothy F. Oakhill


Timothy F.
Oakhill