SIMMONS CO Contracts & Agreements

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... (Filed With SEC on September 25, 2009)

DEUTSCHE BANK SECURITIES INC. DEUTSCHE BANK TRUST COMPANY AMERICAS 60 Wall Street New York, New York 10005 (Filed With SEC on September 25, 2009)

SECOND AMENDMENT TO SECOND FORBEARANCE AGREEMENT AND FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (Filed With SEC on August 21, 2009)

AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT TO INDENTURE (Filed With SEC on August 21, 2009)

THIRDAMENDMENT TO LEASE AGREEMENT (Filed With SEC on June 10, 2009)

RESTRICTED STOCKAGREEMENT (Filed With SEC on June 10, 2009)

AMENDED AND RESTATED RESTRICTED STOCKAGREEMENT (Filed With SEC on June 10, 2009)

STOCK OPTIONAGREEMENT (Filed With SEC on June 10, 2009)

EXHIBIT A JOBDUTIES (Filed With SEC on June 10, 2009)

GENERALRELEASE AND SEPARATION AGREEMENT (Filed With SEC on June 10, 2009)

FIRST AMENDMENT TO SECONDFORBEARANCE AGREEMENT; FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATEDCREDIT AND GUARANTY AGREEMENT AND SECOND AMENDMENT TO THE PLEDGE AND... (Filed With SEC on March 30, 2009)

AMENDMENT NO. 1 TOFORBEARANCE AGREEMENT TO INDENTURE (Filed With SEC on March 30, 2009)

FORBEARANCE AGREEMENT TOINDENTURE (Filed With SEC on February 17, 2009)

SECOND FORBEARANCEAGREEMENT; THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT ANDGUARANTY AGREEMENT AND FIRST AMENDMENT TO THE PLEDGE AND SECURITYAGREEMENT (Filed With SEC on December 10, 2008)

CONFIDENTIAL PORTION MARKED[**] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION EXHIBIT10.1... (Filed With SEC on August 4, 2008)

CONFIDENTIAL PORTION MARKED[**] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION EXHIBIT10.2... (Filed With SEC on August 4, 2008)

CONFIDENTIAL PORTION MARKED[**] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION EXHIBIT10.3... (Filed With SEC on August 4, 2008)

CONFIDENTIAL PORTION MARKED[**] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION EXHIBIT10.4... (Filed With SEC on August 4, 2008)

CONFIDENTIAL PORTION MARKED[**] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION EXHIBIT10.5... (Filed With SEC on August 4, 2008)

CONFIDENTIAL PORTION MARKED[**] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION EXHIBIT10.6... (Filed With SEC on August 4, 2008)

CONFIDENTIAL PORTION MARKED[**] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENTAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGECOMMISSION EXHIBIT10.7... (Filed With SEC on August 4, 2008)

CONFIDENTIAL PORTION MARKED[**] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION EXHIBIT10.8... (Filed With SEC on August 4, 2008)

EXHIBIT10.12-2 FIRSTAMENDMENT TO AMENDEDAND RESTATED RESTRICTED STOCK AGREEMENT (Filed With SEC on March 26, 2008)

EXHIBIT10.13-2 FIRSTAMENDMENT TO AMENDEDAND RESTATED RESTRICTED STOCK AGREEMENT (Filed With SEC on March 26, 2008)

SECONDSUPPLEMENT TO EMPLOYMENTAGREEMENT (Filed With SEC on March 26, 2008)

EXHIBIT10.24-2 FIRSTAMENDMENT TO AMENDEDAND RESTATED RESTRICTED STOCK AGREEMENT (Filed With SEC on March 26, 2008)

EXHIBIT10.25-2 FIRSTAMENDMENT TO RESTRICTEDSTOCK AGREEMENT (Filed With SEC on March 26, 2008)

EXHIBIT 10.30 AMENDED AND RESTATED RESTRICTED STOCKAGREEMENT (Filed With SEC on March 26, 2008)

EXHIBIT10.30-1 FIRSTAMENDMENT TO AMENDEDAND RESTATED RESTRICTED STOCK AGREEMENT (Filed With SEC on March 26, 2008)

EXHIBIT 10.31 AMENDED AND RESTATED RESTRICTED STOCKAGREEMENT (Filed With SEC on March 26, 2008)

EXHIBIT10.31-1 FIRSTAMENDMENT TO AMENDEDAND RESTATED RESTRICTED STOCK AGREEMENT (Filed With SEC on March 26, 2008)

EXHIBIT10.32-1 FIRSTAMENDMENT TO RESTRICTEDSTOCK AGREEMENT (Filed With SEC on March 26, 2008)

EXHIBIT A - DUTIES ANDRESPONSIBILITIES (Filed With SEC on March 26, 2008)

EXHIBIT 10.34 STOCK OPTIONAGREEMENT (Filed With SEC on March 26, 2008)

EMPLOYMENT AGREEMENT (Filed With SEC on December 7, 2007)

GENERAL RELEASE AND SEPARATION AGREEMENT (Filed With SEC on June 8, 2007)

SIMMONS BEDDING COMPANY FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (Filed With SEC on February 12, 2007)

AGREEMENT AND PLAN OF MERGER (Filed With SEC on February 12, 2007)

SIMMONS COMPANY AMENDMENT NO. 1 TO THE SECURITYHOLDERS AGREEMENT (Filed With SEC on December 6, 2006)

Amended and Restated Simmons Company Equity Incentive Plan Effective as ofNovember 30, 2006 (Filed With SEC on December 6, 2006)

RESTRICTED STOCK AGREEMENT (Filed With SEC on December 6, 2006)

STOCK OPTION AGREEMENT (Filed With SEC on December 6, 2006)

MANAGEMENT SUBSCRIPTION AND STOCK PURCHASE AGREEMENT (Filed With SEC on December 6, 2006)

SECOND AMENDMENT TO LEASE (Filed With SEC on November 13, 2006)

EMPLOYMENT AGREEMENT (Filed With SEC on November 13, 2006)

RESTRICTED STOCK AGREEMENT (Filed With SEC on October 5, 2006)

PURCHASE AGREEMENT BY AND AMONG SIMMONS BEDDING COMPANY SIMMONS ACQUISITION INC. SCI INCOME TRUST and SIMMONS CANADA INC. Dated September 20,2006 (Filed With SEC on September 22, 2006)

UNIT PURCHASE AGREEMENT BY AND AMONG ST SAN DIEGO, LLC, SLEEP COUNTRY USA, INC., SC HOLDINGS, INC. AND SIMMONS BEDDING COMPANY Dated as of July 24, 2006 (Filed With SEC on August 15, 2006)

EX-10.1 RESTRICTED STOCK AGREEMENT (Filed With SEC on May 8, 2006)

EX-10.2 RESTRICTED STOCK AGREEMENT FOR KRISTEN K. MCGUFFEY DATED MARCH 31, 2006 (Filed With SEC on April 6, 2006)

EX-10.1 RESTRICTED STOCK AGREEMENT FOR STEPHEN G. FENDRICH DATED MARCH 31, 2006 (Filed With SEC on April 6, 2006)

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SIMMONS CO Contracts & Agreements