SUMMARY SHEET OF EXECUTIVE CASH COMPENSATION





 Exhibit 10.1 

SUMMARY SHEET OF EXECUTIVE CASH COMPENSATION 

This Summary Sheet contains the 2019 and 2020 annual base salaries and target percentages under the Key Officers Incentive Plan (“KOIP”)
adopted by the Board’s Compensation Committee (the “Committee”) on November 5, 2018 and November 4, 2019, respectively, and the 2019 individual performance goals (“IPGs”) adopted by the Committee on
November 5, 2018 for the Company’s principal executive officer, principal financial officer and other named executive officers. This Summary Sheet also contains the 2020 annual base salaries that were reduced 50% by the Committee on
April 9, 2020, to reflect the adjusted rate for bi-weekly pay periods effective April 12, 2020 in response to the economic downturn and uncertainty caused by the
COVID-19 pandemic. Finally, this Summary Sheet contains the reinstated base salary rates adopted by the Committee on June 29, 2020 to be effective July 5, 2020. 

 

																	
	 Named Executive Officers
	  	2019 Base
Salary	 	  	Initial
2020 Base
Salary	 	  	Reduced
2020 Base
Salary
Effective
April 12,
2020	 	  	Reinstated
2020 Base
Salary
Effective
July 5,
2020	 
	 Karl G. Glassman, Chairman & CEO
	  	$	1,225,000	 	  	$	1,225,000	 	  	$	612,500	 	  	$	 1,225,000	 
	 J. Mitchell Dolloff, President & COO, President – Bedding Products
	  	$	600,000	 	  	$	700,000	 	  	$	350,000	 	  	$	 700,000	 
	 Jeffrey L. Tate, EVP &
CFO1
	  	$	550,000	 	  	$	570,000	 	  	$	285,000	 	  	$	 570,000	 
	 Scott S. Douglas, SVP – General Counsel & Secretary 
	  	$	420,000	 	  	$	450,000	 	  	$	225,000	 	  	$	 450,000	 
	 Perry E. Davis, Former EVP, President – Residential Products & Industrial
Products (SVP – Operations, 1/1/2020 through 2/7/2020)2
	  	$	530,000	 	  	$	530,000	 	  	 	N/A	 	  	 	N/A	 
	 Matthew C. Flanigan, Former EVP &
CFO3
	  	$	572,000	 	  	 	N/A	 	  	 	N/A	 	  	 	N/A	 

  

	1 	 As previously reported, on August 6, 2019, Mr. Tate was appointed Executive Vice President and Chief
Financial Officer, effective September 3, 2019 (“Start Date”). In addition to his base salary, Mr. Tate received a one-time cash sign-on bonus
of $250,000 upon the Start Date, which must be repaid if he terminates his employment without “Good Reason,” or is terminated for “Cause” within the first year of employment, and half of which must be repaid, under the same
circumstances, within the second year of employment. Also, if Mr. Tate is terminated, other than for “Cause,” death or disability, or if he terminates his employment for “Good Reason,” then the Company must pay Mr. Tate
(a) 12 months of base salary if the termination occurs within the first 12 months after the Start Date, or 6 months of base salary if the termination occurs between 12 and 24 months after the Start Date; (b) a
pro-rata incentive award under the KOIP for the year in which the termination occurred; and (c) a lump sum payment equal to 18 months of COBRA medical coverage. The Company must also provide reasonable
and customary outplacement services for the shorter of 12 months from termination or the date Mr. Tate accepts another position. For definitions of “Good Reason” and “Cause,” reference is made to the Separation Agreement
between the Company and Jeffrey L. Tate, dated August 6, 2019, filed August 6, 2019 as Exhibit 10.12 to the Company’s Form 8-K. The definition of “Good Reason” includes the
reduction of Mr. Tate’s base salary as in effect on his Start Date. On April 9, 2020, in conjunction with the Committee’s reduction of his base salary, Mr. Tate waived his right to terminate employment for Good Reason and
receive termination benefits under the Separation Agreement by the Limited Waiver – Separation Agreement attached as Exhibit 10.2 to the Company’s Form 8-K filed April 14, 2020.




	2 	 Mr. Davis retired from the Company on February 7, 2020. 



	3 	 Mr. Flanigan retired from the Company on December 31, 2019. 














 Except as noted below, the named executive officers will be eligible to receive an annual cash incentive
under the 2020 KOIP (filed February 19, 2020 as Exhibit 10.1 to the Company’s Form 8-K) in accordance with the 2020 KOIP Award Formula, adopted on February 18, 2020 and attached as Exhibit 10.4
to the Company’s Form 8-K filed February 19, 2020. Each executive’s cash award is to be calculated by multiplying his annual base salary at the end of the KOIP plan year by a percentage set by
the Committee (the “Target Percentage”), then applying the award formula adopted by the Committee for that year. The Award Formula in 2019 consisted of three performance criteria: Return on Capital Employed (“ROCE”)
(60% Relative Weight), Cash Flow, or Free Cash Flow for Mr. Davis (20% Relative Weight) and individual performance goals (“IPGs”) (20% Relative Weight). The performance criteria for 2020 does not include IPGs but does include
ROCE (60% Relative Weight) and Cash Flow (40% Relative Weight). As previously reported, the Target Percentages for 2019 and 2020 for the principal executive officer, principal financial officer, and other named executive officers are shown in the
following table. 
  

									
	 Named Executive Officers
	  	2019 KOIP
Target
Percentage	 	 	2020 KOIP
Target
Percentage	 
	 Karl G. Glassman, Chairman & CEO
	  	 	120	% 	 	 	120	% 
	 J. Mitchell Dolloff, President & COO, President – Bedding Products
	  	 	100	% 	 	 	100	% 
	 Jeffrey L. Tate, EVP &
CFO1
	  	 	80	% 	 	 	80	% 
	 Scott S. Douglas, SVP – General Counsel & Secretary 
	  	 	60	% 	 	 	60	% 
	 Perry E. Davis, Former EVP, President – Residential Products & Industrial
Products (SVP – Operations, 1/1/2020 through 2/7/2020)2 
	  	 	80	% 	 	 	N/A	 
	 Matthew C. Flanigan, Former EVP &
CFO3
	  	 	80	% 	 	 	N/A	 

  

	1 	 As previously reported, on August 6, 2019, Mr. Tate was appointed Executive Vice President and Chief
Financial Officer, effective September 3, 2019. As such, his 2019 KOIP Target Percentage was set on August 6, 2019. Also, in 2019, Mr. Tate’s KOIP Award Formula was not based on the 2019 Award Formula (60% ROCE, 20% Cash Flow and
20% IPGs), but rather was based on 70% ROCE and 30% Cash Flow of the Company, prorated for the number of days employed in 2019. 



	2 	 Mr. Davis retired from the Company on February 7, 2020. He will not receive a KOIP incentive for
2020. 



	3 	 Mr. Flanigan retired from the Company on December 31, 2019. As such, he will not receive a KOIP
incentive for 2020. Mr. Flanigan’s 2019 KOIP incentive was not based on the 2019 Award Formula (60% ROCE, 20% Cash Flow, and 20% IPGs), but rather was based on 70% ROCE and 30% Cash Flow of the Company. 



Individual Performance Goals. On November 5, 2018, the Committee adopted IPGs for our named executive officers for 2019. Except as noted
below, the 2019 KOIP Award Formula, provided that 20% of each executive’s cash award under our KOIP would be based on the achievement of IPGs. The 2020 KOIP Award Formula does not include IPGs. The IPGs for our named executive officers in 2019
were: 
  

					
	 Named Executive Officers
	  	 2019 IPGs
	  	 2020 IPGs

	 Karl G. Glassman, Chairman & CEO
	  	Acquisition integration, succession planning, CFO onboarding and communications strategy	  	N/A
	 J. Mitchell Dolloff, President & COO, President – Bedding
Products
	  	Implementation of growth strategy and succession planning	  	N/A
	 Jeffrey L. Tate, EVP &
CFO1
	  	N/A	  	N/A
	 Scott S. Douglas, SVP – General Counsel & Secretary
	  	Implementation of growth strategy, succession planning and operational initiatives	  	N/A
	 Perry E. Davis, Former EVP, President – Residential Products & Industrial
Products (SVP – Operations, 1/1/2020 through 2/7/2020)2
	  	Acquisition integration and succession planning	  	N/A
	 Matthew C. Flanigan, Former EVP &
CFO3
	  	N/A	  	N/A

  

	1 	 As previously reported, on August 6, 2019, Mr. Tate was appointed Executive Vice President and Chief
Financial Officer, effective September 3, 2019. As such, Mr. Tate was not assigned IPGs for 2019. 



	2 	 Mr. Davis retired from the Company on February 7, 2020. 



	3 	 Mr. Flanigan retired from the Company on December 31, 2019.    Mr. Flanigan
was not assigned IPGs for 2019. 



  
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 The achievement of the IPGs was measured by the following schedule. 

 

					
	 Individual Performance Goals

Payout Schedule
	  	 	 
	 Achievement
	  	Payout	 
	 1 – Did not achieve goal
	  	 	0	% 
	 2 – Partially achieved goal
	  	 	50	% 
	 3 – Substantially achieved goal
	  	 	75	% 
	 4 – Fully achieved goal
	  	 	100	% 
	 5 – Significantly exceeded goal
	  	 	up to 150	% 


  
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