Exhibit 10.9 AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT This Amended and Restated Restricted Stock Agreement (this "Agreement") is made as of this 18th day of April, 2006 (the "Effective Date") between Simmons Company, a Delaware corporation (the...Restricted Stock Agreement • April 24th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
EXHIBIT 4.2 ------------------------------------------------------------------- ------------- SIMMONS COMPANYSimmons Co • April 18th, 2005 • Wood household furniture, (no upholstered) • New York
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 10th, 2009 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
This Restricted Stock Agreement (this “Agreement”) is made as of this 31st day of March, 2006 (the “Effective Date”) between Simmons Company, a Delaware corporation (the “Company”), and the undersigned (the “Restricted Shareholder”). Certain capitalized terms used herein are defined in Section 7 hereof.
SECOND AMENDMENT TO THE AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 4th, 2008 • Simmons Co • Wood household furniture, (no upholstered)
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”).
FIRST AMENDMENT TO AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 26th, 2008 • Simmons Co • Wood household furniture, (no upholstered)
This First Amendment to Amended and Restated Restricted Stock Agreement (“Amendment”) is made as of this 10th day of January, 2007 between Simmons Company, a Delaware corporation (the “Company”), and the undersigned (the “Restricted Shareholder”).
EXHIBIT 10.1 RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this "Agreement") is made as of this 4th day of May, 2006 (the "Effective Date") between Simmons Company, a Delaware corporation (the "Company"), and the undersigned (the...Restricted Stock Agreement • May 8th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
STOCK OPTION AGREEMENTStock Option Agreement • June 10th, 2009 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
This Stock Option Agreement (this “Agreement”) is made as of this 16th day of January, 2008 (the “Effective Date”) between Simmons Holdco, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Optionee”). Certain capitalized terms used herein are defined in Section 8 hereof.
EXHIBIT 4.3 SIMMONS COMPANY 10% SENIOR DISCOUNT NOTES DUE 2014 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTAnd Registration Rights Agreement • April 18th, 2005 • Simmons Co • Wood household furniture, (no upholstered) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2007 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 7th day of December, 2007 and is effective as of the 1st day of January, 2008 (the “Effective Date”), among SIMMONS BEDDING COMPANY, a Delaware corporation (the “Company”), SIMMONS HOLDCO, INC., a Delaware corporation, (“Holdco”), and STEPHEN G. FENDRICH, an individual resident of the State of Georgia (the “Executive”).
FORBEARANCE AGREEMENT TO INDENTUREForbearance Agreement to Indenture • February 17th, 2009 • Simmons Co • Wood household furniture, (no upholstered) • New York
This FORBEARANCE AGREEMENT TO INDENTURE (this “Agreement”) is entered into as of February 4, 2009, by and among Simmons Bedding Company, a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture (as defined below)), and the Holders (as defined in the Indenture) party hereto. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture.
FIRST AMENDMENT TO SECOND FORBEARANCE AGREEMENT; FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND SECOND AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENTSecond Forbearance Agreement • March 30th, 2009 • Simmons Co • Wood household furniture, (no upholstered) • New York
This FIRST AMENDMENT TO SECOND FORBEARANCE AGREEMENT; FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND SECOND AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 25, 2009, by and among Simmons Bedding Company (the “Company”), THL-SC Bedding Company and certain subsidiaries of the Company party to the Credit Agreement (as hereafter defined) as Guarantors (together with the Company, the “Credit Parties”), the financial institutions party hereto as Lenders (as hereinafter defined) under the Credit Agreement (as hereinafter defined) and Deutsche Bank AG, New York Branch, individually as a Lender (“DBNY”) and as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.
SECOND FORBEARANCE AGREEMENT; THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND FIRST AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENTSecond Forbearance Agreement • December 10th, 2008 • Simmons Co • Wood household furniture, (no upholstered) • New York
This SECOND FORBEARANCE AGREEMENT; THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND FIRST AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is entered into as of December 10, 2008, by and among Simmons Bedding Company (the “Company”), THL-SC Bedding Company and certain subsidiaries of the Company party to the Credit Agreement (as hereafter defined) as Guarantors (together with the Company, the “Credit Parties”), the financial institutions party hereto as Lenders under the Credit Agreement (collectively, the “Lenders”) and Deutsche Bank AG, New York Branch, individually as a Lender (“DBNY”) and as administrative agent for the Lenders (in such capacity, “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.
FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 26th, 2008 • Simmons Co • Wood household furniture, (no upholstered)
This First Amendment to Restricted Stock Agreement (“Amendment”) is made as of this 10th day of January, 2007 between Simmons Company, a Delaware corporation (the “Company”), and the undersigned (the “Restricted Shareholder”).
AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT TO INDENTUREForbearance Agreement to Indenture • March 30th, 2009 • Simmons Co • Wood household furniture, (no upholstered) • New York
This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT TO INDENTURE (this “Amendment”) is entered into as of March 20, 2009, by and among Simmons Bedding Company, a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture (as hereinafter defined)) and the Amending Holders (as hereinafter defined).
Exhibit 10.7 AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT This Amended and Restated Restricted Stock Agreement (this "Agreement") is made as of this 18th day of April, 2006 (the "Effective Date") between Simmons Company, a Delaware corporation (the...Restricted Stock Agreement • April 24th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
SIMMONS COMPANY AMENDMENT NO. 1 TO THE SECURITYHOLDERS’ AGREEMENTSecurityholders’ Agreement • December 6th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
This Amendment No. 1 to the Securityholders’ Agreement (the “Amendment”) is entered into as of November 30th, 2006, by and among Simmons Company, a Delaware corporation (the “Company”), and each of those entities listed below (the “Investors” and each individually an “Investor”). All capitalized terms used in this Amendment shall have the respective meanings given to such terms in the Agreement (as defined below), unless otherwise defined herein.
SECOND AMENDMENT TO THE RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 4th, 2008 • Simmons Co • Wood household furniture, (no upholstered)
This Second Amendment to the 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”).
EXHIBIT 10.2 March 30, 2006 Kimberly A. Samon 14595 Creek Club Drive Alpharetta, GA 30004 Dear Ms. Samon: As part of our offer of employment to you for the position of Senior Vice President of Human Resources, your status will be that of an at-will...Simmons Co • April 13th, 2006 • Wood household furniture, (no upholstered) • Delaware
SECOND AMENDMENT TO LEASELease • November 13th, 2006 • Simmons Co • Wood household furniture, (no upholstered)
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”), is made effective as of the 6th day of October, 2006, by TEACHERS CONCOURSE, LLC, a Delaware limited liability company, successor in interest to Concourse I, Ltd. (as “Landlord”), and SIMMONS BEDDING COMPANY, a Delaware corporation, formerly known as Simmons Company (as “Tenant”).
AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT TO INDENTUREForbearance Agreement to Indenture • August 21st, 2009 • Simmons Co • Wood household furniture, (no upholstered) • New York
This AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT TO INDENTURE (this “Second Amendment”) is entered into as of May 27, 2009, by and among Simmons Bedding Company, a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture (as hereinafter defined)) and the Amending Holders (as hereinafter defined).
GENERAL RELEASE AND SEPARATION AGREEMENTGeneral Release and Separation Agreement • June 8th, 2007 • Simmons Co • Wood household furniture, (no upholstered) • Georgia
Simmons Bedding Company, a corporation incorporated under the laws of the State of Delaware (“Company”), and Simmons Holdco, Inc., a corporation incorporated under the laws of the State of Delaware (“Holdings”) (collectively Company and Holdings are referred to herein as “Simmons”), and Gary S. Matthews (“Executive”) hereby enter into this General Release and Separation Agreement (“Separation Agreement”), contracting and agreeing as follows:
PURCHASE AGREEMENT BY AND AMONG SIMMONS BEDDING COMPANY SIMMONS ACQUISITION INC. SCI INCOME TRUST and SIMMONS CANADA INC. Dated September 20, 2006Purchase Agreement • September 22nd, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Ontario
This PURCHASE AGREEMENT (the “Agreement”) is made and entered into on September 20, 2006, by and among Simmons Bedding Company, a corporation organized and existing under the laws of the State of Delaware (“Simmons”), Simmons Acquisition Inc., a corporation organized and existing under the laws of the Province of Ontario and a wholly-owned direct Subsidiary of Simmons (“Bidco”), SCI Income Trust, a trust formed under the laws of the Province of Ontario (“SCI”), and Simmons Canada Inc., a corporation organized and existing under the laws of the Province of Ontario (“Simmons Canada”).
EXHIBIT 10.1 GENERAL RELEASE AND SEPARATION AGREEMENT Simmons Bedding Company (previously named Simmons Company), a corporation incorporated under the laws of the State of Delaware ("Company"), and Simmons Company (previously named THL Bedding Holding...General Release and Separation Agreement • April 19th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Georgia
SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of May 25, 2006 among, SIMMONS BEDDING COMPANY, as Company, THL-SC BEDDING COMPANY AND CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, THE FINANCIAL INSTITUTIONS LISTED HEREIN, as...Credit and Guaranty Agreement • May 31st, 2006 • Simmons Co • Wood household furniture, (no upholstered) • New York
September 29, 2008 Dominick Azevedo North Venice, FL 34275 Dear Mr. Azevedo:Simmons Co • June 10th, 2009 • Wood household furniture, (no upholstered) • Delaware
In recognition of your efforts as Executive Vice President of Sales, and your dedication to the Simmons family, we would like to make an offer to you. Although you will remain an at-will employee of Simmons Bedding Company, we are offering you, among other things, the ability to earn one year of severance benefits should your employment with us be terminated other than for Cause (as defined below). The specific details of this letter agreement (“Agreement”) are outlined below. It is important for you to read this in detail and understand it before you sign it. We also encourage you to consult with an attorney (at your own expense) before signing this Agreement, to the extent you deem appropriate. Do not hesitate to ask questions. Please keep this offer confidential, as only a select group of employees have received this offer.
Simmons Bedding Company Obtains Approval of Forbearance Agreement From The Note Holders’ Committee Company’s Restructuring Efforts ProgressSimmons Co • February 5th, 2009 • Wood household furniture, (no upholstered)
ATLANTA, February 5, 2009 – Simmons Bedding Company (“Simmons Bedding”), a subsidiary of Simmons Company (“Simmons” or the “Company”) and a leading manufacturer of premium-branded bedding products, today announced that the ad hoc committee of holders of its $200 million 7.785% senior subordinated notes (the “Notes”), which represents 60% of the Notes, has approved a forbearance agreement with the Company through March 31, 2009. The committee is pursuing approval from additional Note holders to make the forbearance agreement effective.
PLAN SPONSOR AGREEMENT AMONG SIMMONS COMPANY BEDDING HOLDCO INCORPORATED (F/K/A THL-SC BEDDING COMPANY) SIMMONS BEDDING COMPANY AOT BEDDING SUPER HOLDINGS, LLC AND AOT BEDDING INTERMEDIATE HOLDINGS, LLC Dated as of September 24, 2009Plan Sponsor Agreement • September 25th, 2009 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
PLAN SPONSOR AGREEMENT, dated as of September 24, 2009 (this “Agreement”), by and among AOT Bedding Super Holdings, LLC, a Delaware limited liability company (“Parent”), AOT Bedding Intermediate Holdings, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Purchaser” and together with Parent, the “Purchaser Entities”), Simmons Company, a Delaware corporation (“Simmons Company”), Bedding Holdco Incorporated (f/k/a THL-SC Bedding Company), a Delaware corporation and a wholly owned Subsidiary of Simmons Company (the “Company”), Simmons Bedding Company, a Delaware corporation and a wholly owned Subsidiary of the Company (“Opco”), and each of Opco’s direct and indirect domestic subsidiaries.
SIMMONS BEDDING COMPANY FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • February 12th, 2007 • Simmons Co • Wood household furniture, (no upholstered) • New York
THIS FIRST AMENDMENT (this “Amendment”) dated as of February 9, 2007 to the SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of May 25, 2006 (the “Credit Agreement”) is entered into by and among SIMMONS BEDDING COMPANY (formerly known as Simmons Company), a Delaware corporation (“Company”), THL-SC BEDDING COMPANY, a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF COMPANY PARTY HERETO, as Credit Support Parties, GOLDMAN SACHS CREDIT PARTNERS L.P., sole bookrunner, Lead Arranger and Syndication Agent, CERTAIN FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HERETO, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement and in the amendments contained in Section 1 hereof.
Simmons Bedding Company Seeks Forbearance Agreement with its Senior Lenders in Order to Continue Negotiations of an Amendment of Financial Covenants into 2010 Third Quarter Earnings Release DelayedSimmons Co • November 12th, 2008 • Wood household furniture, (no upholstered)
This press release includes forward-looking statements that reflect Simmons Company and its subsidiaries (collectively referred to as “Simmons”) current views about future events and financial performance. Words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts” and variations of such words or similar expressions that predict or indicate future events, results or trends, or that do not relate to historical matters, identify forward-looking statements. The forward-looking statements in this press release speak only as of the date of this report. These forward-looking statements are expressed in good faith and Simmons believes there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties, and other fact
MANAGEMENT SUBSCRIPTION AND STOCK PURCHASE AGREEMENTManagement Subscription and Stock Purchase Agreement • December 6th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
This Management Subscription and Stock Purchase Agreement (the “Agreement”) is entered into as of the 1st day of December, 2006, by and between Simmons Company, a Delaware corporation (the “Company”), and Gary S. Matthews (“Matthews”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 6th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
This Restricted Stock Agreement (this “Agreement”) is made as of this 1st day of December, 2006 (the “Effective Date”) between Simmons Company, a Delaware corporation (the “Company”), and the undersigned (the “Restricted Shareholder”). Certain capitalized terms used herein are defined in Section 7 hereof.
GENERAL RELEASE AND SEPARATION AGREEMENTRestricted Stock Agreement • June 10th, 2009 • Simmons Co • Wood household furniture, (no upholstered) • Georgia
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:
STOCK OPTION AGREEMENTStock Option Agreement • December 6th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
This Option Agreement (this “Agreement”) is made as of this 1st day of December, 2006 (the “Effective Date”) between Simmons Company, a Delaware corporation (the “Company”), and the undersigned (the “Optionee”). Certain capitalized terms used herein are defined in Section 8 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2008 • Simmons Co • Wood household furniture, (no upholstered)
This Second Supplement to Employment Agreement (“Amendment”) is made effective as of this 5 day of December, 2007 between Simmons Bedding Company (f/k/a Simmons Company), a Delaware corporation (the “Company”), Simmons Company (f/k/a THL Bedding Holding Company), a Delaware corporation (“Holdings”), Simmons Holdco, Inc., a Delaware corporation (“New Holdco”), and Charles R. Eitel (the “Executive”).
FIRST AMENDMENT TO THE STOCK OPTION AGREEMENTStock Option Agreement • August 4th, 2008 • Simmons Co • Wood household furniture, (no upholstered)
This First Amendment to the Stock Option 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 “Optionee”).
