TEMPUR-PEDIC INTERNATIONAL
INC.
UNITED KINGDOM APPROVED SHARE
OPTION SUB PLAN TO THE 2003 EQUITY INCENTIVE PLAN
OPTION AGREEMENT
THIS AGREEMENT
dated as of [date] between Tempur Pedic International Inc., a
corporation organised under the laws of the State of Delaware (the
“Company”), and the individual identified below,
residing at the address there set out (the
“Optionee”).
Pursuant and
subject to the Tempur Pedic International Inc. United Kingdom
Approved Share Option Sub Plan (the “Plan”) to the 2003
Equity Incentive Plan as attached hereto, the Company grants the
Optionee an option (the “Option”) to purchase from the
Company all or any part of a total of [number] shares of the common
stock, par value $.01 per share, of the Company (the
“Shares”), at a price of $[price] per
Share. The Grant Date of this Option is as of
[date].
Subject to Rule
4.3 of the Plan, this Option shall expire at 5:00pm on
[date]. However, if you cease to be a Group Employee
before that date (including because your employer ceased to be a
Group Company), this Option shall expire at 5:00pm on [date] or, if
earlier, the date specified in whichever of the following
applies:
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If the
termination of your employment is on account of your death or
disability, the first anniversary of the date your employment
ends.
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If the
termination of your employment is due to any other reason, three
(3) months after your employment ends.
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Until this
Option expires, you may exercise it as to the number of Shares
identified in the table below, in full or in part, at any time on
or after the applicable exercise date or dates identified in the
table. However, during any period that this Option
remains outstanding after your employment with the Company ends,
including because your employer ceased to be a Group Company, you
may exercise it only to the extent it was exercisable immediately
prior to the end of your employment. The procedure for
exercising this Option is described in Rule 7 of the
Plan.
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Initial
Exercise Date for Shares in Installment
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You may not
transfer this Option other than on death to your personal
representative and, during your lifetime, only you may exercise
this Option.
5. Incorporation
of Plan Terms.
This Option is
granted subject to all of the applicable terms and provisions of
the Plan.
This Agreement
shall be construed and enforced in accordance with the laws of the
State of Delaware, without regard to the conflict of laws
principles thereof and shall be binding upon and inure to the
b
