ex10_1.htm


    GENERAL
RELEASE AND SEPARATION AGREEMENT

     

    


     

    Simmons
Holdco, Inc., a corporation incorporated under the laws of the State of Delaware
(“Holdco”),
Simmons Company (f/k/a THL Bedding Holding Company), a corporation
incorporated under the laws of the State of Delaware  (“SC”), THL-SC Bedding
Company, a corporation incorporated under the laws of the State of Delaware
(“THL-SC”),
Simmons Bedding Company (f/k/a Simmons Company), a corporation incorporated
under the laws of the State of Delaware (“SBC”) (collectively,
Holdco, SC, THL-SC and SBC are referred to herein as “Simmons”), and
Charles R. Eitel (“Executive”) hereby
enter into this General Release and Separation Agreement (“Separation
Agreement”), contracting and agreeing as follows:

     

    1. Resignation Date and Termination of Employment
Agreement.  The parties acknowledge that Executive has resigned
from his position as Chief Executive Officer and Chairman, effective as
of September 30, 2008, that Simmons has accepted such resignation and that
Executive’s last day of employment with Simmons was September 30, 2008 (the
“Resignation
Date”).  Except as specifically set forth under Section 11
below, the Employment Agreement among Simmons and Executive, dated as of
December 19, 2003, as amended by the Supplement to Employment Agreement,
effective as of December 7, 2005, and as further amended by the Second
Supplement to Employment Agreement, effective as of December 5, 2007 (as amended
to date, the “Employment
Agreement”), is hereby terminated.  Executive and Simmons also
acknowledge that, effective as of the Resignation Date, Executive has
(a) resigned from all director and officer positions with Simmons and any
of its subsidiaries and affiliates, other than Executive’s position as a
director of Simmons, and (b) agreed to sign any letters or other documents
on or after such date effecting such resignations.

     

    2. Consideration
Period.  Executive acknowledges that Executive was given this
Separation Agreement to consider on September 26, 2008 and that Executive has
twenty-one (21) days to consider whether
to sign this Separation Agreement.  Executive is hereby advised to
consult a lawyer before signing this Separation Agreement.

     

    3. Effective
Date.  Executive may accept this Separation Agreement only by
signing, initialing and dating this Separation Agreement in the spaces provided
and delivering the Separation Agreement to Simmons Bedding Company,
Attention:  Kristen K. McGuffey, Executive Vice President and General
Counsel, One Concourse Parkway, Suite 800, Atlanta, Georgia 30328, no later
than SBC’s normal close of business on the later of (a) the twenty-second
(22nd) day
following Executive’s receipt of this Separation Agreement or, (b) if the
twenty-second (22nd) day
following receipt is a Saturday, Sunday or legal holiday in the State of
Georgia, the next day that is not a Saturday, Sunday or legal
holiday.  Time is of the essence as it pertains to this Section 3.  The
“Effective
Date” of this Separation Agreement shall be seven (7) days after the
date on which Executive signs and delivers the Separation Agreement pursuant to
this Section 3, so
long as Executive has not revoked the Separation Agreement pursuant to Section 4
below.

     

    4. Revocation.  Executive
may revoke this Separation Agreement at any time within seven (7) days after
signing and delivering it to SBC.  If Executive elects to revoke,
Executive must give notice of his decision in writing delivered to Simmons
Bedding Company, Attention: Kristen K. McGuffey, Executive Vice President and
General Counsel, One Concourse Parkway, Suite 800, Atlanta, Georgia
30328.  The notice shall be sent in a manner so that it will be
received by Ms. McGuffey within seven (7) days of the date of Executive’s
execution of this Separation Agreement.

     

    5. Future
Role with Simmons.

     

    (a) As of
October 1, 2008 and through and including December 31, 2009 (such period,
the “VC Period”), Executive
shall serve on the Board of Directors of Simmons (collectively, the “Board”) at the
pleasure of Holdco’s stockholders; provided that, in the
event that Holdco’s stockholders remove Executive from the Board during the VC
Period other than for “cause,” Executive shall still be entitled to the
compensation described in Section 5(b)(ii)(A)
below.

     

    (b) During
the VC Period, Executive shall also serve as the Vice Chairman of the
Board.  As such, (i) Executive shall assist Simmons and its
subsidiaries and affiliates with key customer, supplier and industry
relationships, in each case, solely at the request and direction of the
President and Chief Operating Officer or the Executive Committee of the Board;
provided that
Executive shall make himself available to provide such services at least ten
business days per month during the VC Period and that Executive shall not be
required to provide such services more than ten business days per month during
the VC Period (for the sake of clarity, the foregoing compensation shall not be
increased or decreased if Executive works more or less than ten business days
per month during the VC Period; provided that if such
days are less than ten business days, Executive has worked the full number of
days requested by Simmons); and (ii) in consideration for, and so long as
Executive is serving as Vice Chairman during the VC Period (subject to the
proviso in Section
5(a) above), Executive shall be entitled to (A) compensation at a
rate of $430,000 per annum, payable in advance in cash in equal quarterly
installments (i.e., $107,500 per quarter, pro
rated for partial quarters) on or before the last business day of the calendar
quarter before the calendar quarter to which such payment relates, provided that the first payment
shall not be made until after the expiration of the revocation period, and which
first payment will include any missed payments between the first payment due
date and the expiration of the revocation period, and
(B) reimbursement, if any, for any pre-approved travel and/or
entertainment-related expenses incurred by Executive in performing such services
during the VC Period at the request and direction of the President and
Chief Operating Officer or the Executive Committee of the Board (which travel
expenses, for the sake of clarity, shall include travel from and back to
Executive’s then-places of residence, as applicable) in accordance with Simmons’ travel and
entertainment policies, each as in effect from time to
time.  The parties hereby agree
that the relationship established between Simmons and Executive with respect to such services is that of an
independent contractor and that nothing in this Agreement
is intended, or
shall be construed, to render Executive to be an employee, agent or
joint venturer of Simmons or as constituting the
exercise by Simmons of control or direction over
the manner or method by which Executive performs such services.

     

    (c) Following
the VC Period, Executive may continue to serve on the Board at the pleasure of
Holdco’s stockholders.

     

    6. Severance.  Provided that
Executive satisfies the conditions of this Separation Agreement and does not
revoke this Separation Agreement, SBC will do the following:

     

    (a) Pay to
Executive his unpaid salary through the Resignation Date.  Such
amount will be paid at the next regular pay period after the Resignation
Date.

     

    (b) Pay to
Executive severance with respect to the period beginning on the
Resignation Date and through and including September 30, 2010 at an
annual rate of $840,000.  This severance amount, less legal
deductions, will be
paid in arrears
in cash in equal monthly installments, provided that the first
payment shall not be made until after the expiration of the revocation period,
and which first payment will include any missed payments between the first
payment due date and the expiration of the revocation
period.

     

    (c) So long
as Executive and Executive’s Dependent (as defined below) are entitled to
continue participation under applicable law and plan terms, permit Executive and
Executive’s Dependent to continue to participate in SBC’s medical, dental and
vision plans at the same level of participation that was in effect immediately
prior to the Resignation Date through and including the earlier of (A) the date
that is eighteen months following the Resignation Date and (B) the date on which
Executive commences other employment (including self employment or engaging
in an enterprise as a sole proprietor, member or partner) in connection with
which Executive is eligible to receive medical, dental and vision benefits
substantially comparable to those made available by SBC (such earlier date, the
“Benefits Resignation Date”)
(the eighteen month period commencing on the Resignation Date is referred to
herein as the “Initial
Benefit Period”).

     

    (i)           During
the Initial Benefit Period, Executive shall continue to pay for such coverage at
the same rate or rates that apply from time to time to active employees for
comparable coverage, and the Company shall continue to contribute the remaining
costs for such coverage.  Notwithstanding the foregoing, if the
benefit plan for which Executive is currently enrolled is no longer offered by
Simmons, then Executive through and including the Benefits Resignation Date will
be eligible to participate in any such plan offered to then-current
Simmons’ executives, to the extent permitted under such plans and under
applicable law.  Executive must pay Executive’s portion by deductions
from Executive’s severance payments.  The 18-month period during which
benefits under the Consolidated Omnibus Budget Reconciliation Act (a/k/a COBRA)
are available to Executive and his Dependants shall begin on the Resignation
Date and run concurrently with the benefits available under this Section 6(c).

     

    (ii)           For
2009 and 2010, the new medical, dental and vision rates will be communicated to
Executive before December 31, 2008 and December 31, 2009,
respectively.  Executive is required to complete all necessary forms
required during the 2009 and 2010 open enrollment period.  Further, if
Executive discontinues his coverage under SBC’s medical, dental or vision plans
at any time, Executive will no longer be entitled to any of the benefits
described in this Section 6(c) with respect to
such plan after such date.

     

    (iii)                      As
used herein, a “Dependent” is a
dependent of Executive enrolled and qualified in Simmons’ medical, dental and/or
vision plans immediately prior to the Resignation Date and will only continue to
be a “Dependent” hereunder
for as long as she continues to be qualified as outlined in the applicable
health plan documents.  Executive hereby represents and warrants that
his wife, Cindy Eitel, is his only Dependent hereunder.  Simmons
reserves the right from time to time to require proof from Executive that
Executive’s Dependent is still considered qualified under the applicable health
plan documents.

     

    (iv)           (A)  Prior
to the end of the Initial Benefit Period, Simmons shall obtain an insurance
policy providing medical coverage to Executive and Cindy Eitel that is
substantially comparable to the group medical plan in effect from time to time
for active Simmons employees generally (the “Additional
Coverage”).  The Additional Coverage for each of Executive and
Cindy Eitel shall be for the period commencing on the first day following the
Initial Benefit Period and ending on the earlier to occur of (1) such time as
Executive or Cindy Eitel, as the case may be, reach the age of 65 and (2) the
date on which Executive commences other employment (including self-employment or
engaging in an enterprise as a sole proprietor, member or partner) in connection
with which Executive is eligible to receive medical benefits substantially
comparable to the Additional Coverage provided at that time.  Simmons
shall be responsible for an amount equal to $1,000 per month (in total, not per
individual) towards the premium for such Additional Coverage, and Executive
(and/or Cindy Eitel) shall be responsible for all costs of the Additional
Coverage in excess of such $1,000.  Simmons shall notify Executive
prior to the effective date of the Additional Coverage (and each policy year
thereafter) of the total monthly cost and Executive’s (and/or Cindy Eitel’s)
portion thereof.  Executive (and/or Cindy Eitel) shall pay to Simmons
their portion of the premium for the next succeeding month at least 5 days prior
to the end of the prior month.  (B)  In connection with
Simmons’ obtaining the Additional Coverage, Executive and Cindy Eitel shall fill
out all forms and other documents necessary or desirable to obtain such
Additional Coverage completely, truthfully and on a timely basis and shall
otherwise cooperate with Simmons’ reasonable requests in obtaining such
Additional Coverage.  Executive’s and/or Cindy Eitel’s material
failure to comply with this paragraph shall relieve Simmons of any and all
obligations under this Section
6(c)(iv).  (C)  The benefits provided under this Section 6(c)(iv)
shall be provided only as permitted by law.

     

    (d) Pay all
verified and approved expense reports submitted by Executive to SBC within two
(2) weeks of the Resignation Date in accordance with SBC’s current policies,
practices and procedures.

     

    (e) Through
and including December 31, 2009, continue to provide Executive with office
space and part-time secretarial support, in each case, as assigned from time to
time by Simmons’ President or Chief Operating Officer; provided that such
support shall be provided by the person providing such support to Executive
immediately before the Resignation Date; provided further that
Executive shall vacate his current office on or before October 15,
2008.  Executive acknowledges that any person(s) assigned to provide
such part-time secretarial support shall not be dedicated solely to providing
secretarial support to Executive and may have a responsibility to provide
secretarial support to other Simmons personnel.

     

    Executive’s
rights to any other Simmons-sponsored benefits, including without limitation,
long term disability, short term disability and retirement contributions, shall
terminate as of the Resignation Date.  Notwithstanding the foregoing,
Executive agrees that if Executive subsequently engages in activities prohibited
by Section 11
below, then SBC may immediately terminate, and shall not be required to continue
on behalf of Executive or Executive’s Dependents, any compensation or benefits
provided for in this Section 6, other than
those benefits that SBC may be required to maintain for Executive under
applicable law.  Except as expressly provided in this Section 6, SBC’s
obligation to pay all compensation to Executive provided for in this Section 6 shall be
absolute, and shall not be eliminated or otherwise diminished in any manner by
reason of Executive hereafter commencing other employment or self-employment, or
otherwise.

     

    7. Waivers
of Put and Call Rights; Vesting; Voting Matters.

     

    (a) Class A
Shares.  Holdco hereby waives any and all rights to repurchase
any Class A shares that Executive (or any of his relatives or related
entities that are his transferees or assignees) currently owns under
Section 3.5(b) of the Securityholders Agreement among Holdco, Executive and
the other parties thereto, dated as of February 9, 2007 (as amended from
time to time, the “SH
Agreement”).  Executive (on behalf of himself and each of his
relatives or related entities that are his transferees and assignees) hereby
waives any and all rights to require Holdco to repurchase any Class A
shares that Executive (or any of such transferees or assignees) currently owns
under Section 3.5(a) of the Securityholders Agreement.

     

    (b) Class B
Shares.  Notwithstanding anything to the contrary in the Senior
Manager Amended and Restated Restricted Stock Agreement by and between Holdco
(as successor to SC) and Executive, dated as of December 1, 2006, as amended by
the First Amendment to Amended and Restated Restricted Stock Agreement, dated as
of January 1, 2007, as further amended by the Second Amendment to Amended and
Restated Restricted Stock Agreement, dated as of June 30, 2008 (as amended to
date, the “RSA”), Executive’s
Restricted Class B stock (and the Restricted Class B stock of each of his
relatives or related entities that are his transferees and assignees) shall
continue to vest following the Resignation Date; provided, however, that such
shares shall not vest with respect to any targets that are met after the 2009
measurement year (i.e.,
such shares shall not vest with respect to any periods or events following the
2009 measurement year, although the parties hereto recognize that vesting
relating to performance targets in the 2009 measurement year is actually
determined and actually occurs in fiscal year 2010 following delivery of the
audited financial statements for fiscal year 2009).  Holdco hereby
waives any and all rights to repurchase Executive’s (and such transferee’s and
assignee’s) Restricted Class B shares under Section 3(a) of the
RSA.  For the sake of clarity, no future amendments to the vesting
terms of Holdco’s Class B shares shall apply to Executive’s (or such
transferees’ or assignees’) Class B shares.

     

    (c) Voting Matters; Power of
Attorney.  Executive (and each of his transferees and assignees
that his relatives or related entities) shall be obligated to vote all of his
(or such transferee’s or assignee’s) Class A shares and Class B shares
in the same manner and proportions as the votes cast by the holders of a
majority of the Company’s voting capital stock.  If Executive (or any
of such transferees or assignees) fails or refuses to vote his (or such
transferee’s or assignee’s) Class A shares and/or Class B shares as required by
this Section
7(c), or votes his (or such transferee’s or assignee’s) Class A shares
and/or Class B shares in contravention of this Section 7(c), then
Executive (or such transferee or assignee) hereby grants to each of the
President and Treasurer of the Company, acting solely in his or her capacity as
such, an irrevocable proxy, coupled with an interest, the sufficiency of which
is hereby acknowledged, to vote such shares in accordance with this Section
7(c).

     

    (d) Additional
Actions.  Executive agrees to sign, and to cause his past,
present and future transferees and assignees that are his relatives or related
entities of Class A and/or Class B shares to sign, any documents or instruments
reasonably requested by Simmons to effect the provisions of this Section
7.

     

    8. Release.

     

    (a) Subject
to Executive’s right to revoke this Separation Agreement as stated above, by
signing this Separation Agreement, Executive gives up and releases Simmons, each
subsidiary and affiliate of Simmons and their respective employee welfare
benefit plans, employee retirement benefit plans, successors and assigns
(including, in their representative capacities, all past, present and future
shareholders, directors, officers, partners, fiduciaries, agents,
representatives and employees of those companies and other entities)
(collectively the “Released Parties”)
from, and promises never to sue or lodge any charge or complaint whether as a
named plaintiff, class member, or otherwise against the Released Parties with
respect to, any and all rights and claims that Executive may have against the
Released Parties, including without limitation any and all rights and claims to
or for attorneys’ fees, whether or not Executive presently is aware of such
rights or claims or suspects them to exist.  These released rights and
claims include, but are not limited to, any and all rights and claims which
Executive may have under, or arising out of, Title VII of the Civil Rights Act
of 1964, as amended; the Americans with Disabilities Act, as amended; the Age
Discrimination in Employment Act of 1967, as amended; and any other federal,
state or local statute, ordinance, executive order or common
law.  Executive specifically releases any and all claims of or for
discrimination on the basis of age, gender, race, national origin, religion
and/or retaliation.  These released rights and claims also include,
but are not limited to, any and all rights and claims that Executive may have
under any agreement or contract (other than this Separation Agreement, the SH
Agreement, the RSA, and the Employment Agreement, but in each case only with
respect to any ongoing obligations thereunder).  For the sake of
clarity, this release covers any and all claims that might exist at the time
Executive executes this Separation Agreement, whether known or unknown to
Executive.  These released rights and claims do not include any rights
or claims which arise after the date on which Executive signs and delivers this
Separation Agreement to SBC or any vested rights Executive has (if any) under
any retirement benefit plan sponsored by Simmons, and do not include any rights
or claims (including, without limitation, any claims for indemnification)
existing under this Separation Agreement, the SH Agreement, the RSA and the
Employment Agreement, but in each case only with respect to any ongoing
obligations thereunder.

     

    (b) Simmons
gives up and releases Executive from, and promises never to sue or lodge any
charge or complaint whether as a named plaintiff, class member, or otherwise
against the Executive with respect to, any and all rights and claims that
Simmons may have against the Executive, including without limitation any and all
rights and claims to or for attorneys’ fees, whether or not Simmons presently is
aware of such rights or claims or suspects them to exist.  These
rights and claims also include, but are not limited to, any and all rights and
claims that Simmons may have under any agreement or contract (other than this
Separation Agreement, the SH Agreement, the RSA, and the Employment Agreement,
but in each case only with respect to any ongoing obligations
thereunder).  This release includes any and all claims that might
exist at the time Simmons executes this Separation Agreement, whether known or
unknown to Simmons.  These rights and claims do not include any rights
or claims which arise after the date on which Simmons signs and delivers this
Separation Agreement, and do not include any rights or claims existing under
this Separation Agreement, the SH Agreement, the RSA and the Employment
Agreement, but in each case only with respect to any ongoing obligations
thereunder.

     

    9. False Claims Representations,
Cooperation and Promises.  Executive has
disclosed to SBC any and all information Executive has concerning any conduct
involving Simmons or any affiliate that Executive has any reason to believe may
be unlawful.  Executive promises to cooperate fully with Simmons in
any investigation Simmons or any affiliate undertakes into matters occurring
during Executive’s employment with Simmons or any
affiliate.  Executive agrees that, as and when requested by Simmons,
Executive will fully cooperate with Simmons or any affiliate in effecting a
smooth transition of Executive’s responsibilities to
others.  Executive will promptly and fully cooperate with Simmons or
any affiliate and its representatives in any dispute, litigation, arbitration,
administrative or similar proceeding with respect to claims arising from events
occurring or alleged to have occurred during his employment with
Simmons.  If Executive is contacted as a potential witness to any
claim or in any litigation, Executive will notify Simmons of any such contact or
request within two (2) days after learning of it and will permit Simmons to take
all steps it deems to be appropriate, if any, to prevent Executive’s
involvement, or to be present during any such discussions.  This Section 9 does not
prohibit Executive’s participation as a witness to the extent otherwise legally
required, but does require that Executive provide Simmons with notice and the
opportunity to object and/or participate.  Before Executive discloses
any Simmons’ information or engages in any other activity that could possibly
violate the promises Executive has made herein, Executive promises that
Executive will discuss Executive’s proposed actions with the Executive Vice
President and General Counsel at (770) 392-2502, who will advise Executive in
writing whether the proposed actions would violate these promises.

     

    10. No Admission. This
Separation Agreement does not constitute an admission by the Released Parties of
any liability to Executive, and Executive understands and agrees that the
Released Parties deny any liability to Executive.

     

    11. Obligations and Restricted
Activities.  In consideration of the benefits provided to
Executive herein (including, among other things, the appointment to the position
of Vice Chairman, the consideration payable therefor, the payment of severance
during the VC Period rather than at the expiration of the VC Period, the general
release of claims and liabilities by the Company and waiver by the Company of
its call rights), and other good and valuable consideration, the adequacy of
which Executive acknowledges, Executive, intending to be legally bound, agrees
to continue to be bound by the restrictive covenants (and the enforceability
provisions relating thereto) set forth in Sections 2 and 3 of the
Supplement to Employment Agreement during the longer of (a) the period ending on
October 1, 2010 and (b) the period during which Executive receives any severance
payments under this Separation Agreement; provided that
Executive’s confidentiality obligations under Section 2 of the Supplement to
Employment Agreement shall remain binding and enforceable during the period
ending on October 1, 2013.  All capitalized terms used in any such
restrictive covenants shall have the meanings ascribed thereto in the Employment
Agreement.

     

    12. General

     

    (a) The
Company agrees to pay Rogers & Hardin LLP up to $5,000 for its services to
Executive in negotiating this Separation Agreement.  Such payment will
be made upon receipt of an itemized invoice identifying the attorneys
who provided such services, the services performed and the amount of time
and the date such services were performed; which invoice shall be provided
to SBC’s General Counsel.  The payment will be made within 45 days of
the receipt of such invoice but in no case earlier than the Effective Date
of this Separation Agreement.

     

    (b) Executive
shall be entitled to indemnification to the fullest extent provided by Delaware
law and Simmons’ organizational documents as now in effect against any expense
(including, without limitation, attorneys’ fees), fine, penalty, liability or
damages incurred by Executive in connection with any action, suit or proceeding,
whether civil, criminal, administrative or investigative, in which he currently
is or hereafter becomes involved as a result of his employment with Simmons and
performance of duties pursuant to his Employment Agreement.  Simmons
hereby represents and warrants that all corporate action has been taken, and all
approvals and consents have been obtained, as may be necessary for Simmons to
extend full indemnification to Executive after the Resignation Date including,
without limitation, continuing to fund Executive’s defense of any currently
ongoing action, suit or proceeding.

     

    (c) This
Separation Agreement contains the entire agreement of Simmons with Executive and
replaces all prior and contemporaneous agreements, communications and
understandings, whether written or oral, with respect to Executive’s employment
with Simmons and its termination and all related matters, including the
Employment Agreement, excluding only Executive’s rights and obligations, if any,
that survive the Employment Agreement as specifically set forth
herein.  The parties further agree that no amendment or modification
of this Separation Agreement shall be valid or binding upon any of them unless
made in writing and signed by all parties hereto.  Except to the extent
expressly set forth herein, the Separation Agreement does not affect ongoing
rights and obligations of the parties under the SH Agreement, RSA and any
related agreements concerning Class A or Class B stock held by Executive after
the Effective Date.

     

    (d) This
Separation Agreement shall be binding upon and inure to the benefits of the
parties hereto and their respective heirs, representatives, successors,
transferees and assigns forever.  This Separation Agreement shall not
be assignable by Executive but shall be freely assignable by Simmons, provided
that any assignment by Simmons shall expressly provide that (i) the assignee
affirmatively assumes all the obligations, duties and responsibilities imposed
upon Simmons pursuant to this Separation Agreement and (ii) Simmons is not in
any manner relieved of any such obligations, duties or responsibilities
hereunder.

     

    (e) Simmons
and Executive intend for every provision of the Separation Agreement to be fully
enforceable.  If a court with jurisdiction of this Separation
Agreement determines that all or part of any provision of this Separation
Agreement is unenforceable for any reason, Simmons and Executive intend for each
remaining provision and part to be fully enforceable as though the unenforceable
provision or part had not been included in this Separation
Agreement.

     

    (f) This
Separation Agreement shall be governed by and construed in accordance with the
laws of the State of Georgia, without regard to the conflict of laws principles
thereof, except with respect to (i) Section 11 of this
Separation Agreement, which shall expressly be governed by and construed in
accordance with the choice of law provisions of the Employment Agreement, and
(ii) Section
12(b) of this Separation
Agreement, which shall be construed in accordance with Delaware law as provided
therein.

     

    (g) This
Separation Agreement may be executed in any number of counterparts, each of
which shall constitute an original and all of which, when taken together, shall
constitute one agreement.

     

    13. Executive’s Full
Review.  Executive acknowledges that Executive has read this
entire Separation Agreement, that Executive fully understands its meaning and
effect, that Executive’s counsel has answered any questions Executive may
have, that no promises or representations have been made to Executive by any
person to induce Executive to enter into this Separation Agreement other than
the express terms set forth herein, and that Executive has voluntarily signed
this Separation Agreement.

     

    [Signatures
on the Following Page]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, Executive and duly
authorized representatives of Simmons have signed this Separation Agreement to
be effective as provided herein.

     

    Simmons

     

    Simmons
Holdco, Inc.

     

    By:  /s/ Stephen G.
Fendrich               
                                                                                     Date:  9/30/2008

     

    Name: 
Stephen G. Fendrich

     

    Title: 
President & Chief Operating Officer

     

    Simmons
Company

     

    By:  /s/ Stephen G.
Fendrich                
                                                                                     Date:  9/30/2008

     

    Name: 
Stephen G. Fendrich

     

    Title: 
President & Chief Operating Officer

     

    THL-SC
Bedding Company

     

    By:  /s/ Stephen G.
Fendrich                                                                                                      
Date:  9/30/2008

     

    Name: 
Stephen G. Fendrich

     

    Title: 
President & Chief Operating Officer

     

    Simmons
Bedding Company

     

    By:  /s/ Stephen G.
Fendrich                                                                                                      
Date:  9/30/2008

     

    Name: 
Stephen G. Fendrich

     

    Title: 
President & Chief Operating Officer

     

    


     

    Executive

     

    /s/ Charles R.
Eitel         Date:  9/30/2008

     

    Charles
R. Eitel