SECOND AMENDMENT TO CHANGE IN
CONTROL
PROTECTION AGREEMENT
THIS AMENDMENT (“ Amendment ”) is effective as of
May 12, 2008, and is entered into between Foamex International
Inc., a Delaware corporation (the “ Company ”) and Darrell Nance
(“ Executive ”). Capitalized terms used but not defined herein have
the meanings ascribed to such terms in the Agreement (defined
below).
WHEREAS, Executive and the Company entered into a
change in control protection agreement dated as of December 20,
2002, as amended on January 31, 2007 (the “
Agreement ”),
pursuant to which Executive receives additional employment security
in the event that the Company undergoes a change in
control.
WHEREAS, the Company and Executive desire to amend
the Agreement as provided in this Amendment and agree that all
other terms and conditions of the Agreement shall otherwise remain
in place, except as expressly amended herein.
NOW THEREFORE, for and in consideration of the
premises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties to this Amendment hereby agree as
follows:
I.
Amendments to Agreement . The parties hereby agree to amend the Agreement as
follows:
A. Section
1(b)(iv) of the Agreement shall be amended by adding at the end of
the last sentence thereof the following:
“In addition, the parties hereby agree that
notwithstanding anything to the contrary set forth herein, the
consummation of the transactions contemplated by the Equity
Commitment Agreement, dated April 1, 2008, between the Company and
each of D.E. Shaw Laminar Portfolios, L.L.C., Sigma Capital
Associates, LLC, CDGO, LLC and Q Funding I
