SEPARATION AND CONSULTING AGREEMENT

SEPARATION AND CONSULTING AGREEMENT

This Separation and Consulting Agreement (this “ Agreement ”) dated as of June 19, 2008 between Foamex International Inc., a Delaware corporation, and its primary operating subsidiary Foamex L.P. (together with their subsidiaries, successors and assigns, collectively, the “ Company ”), and Paul A. Haslanger (the “ Executive ”).

WHEREAS, the Executive is currently employed as the Executive Vice President, Engineering and Technology of Foamex International Inc. and Foamex L.P.; and

WHEREAS, the Company is eliminating the Executive’s position as Executive Vice President, Engineering and Technology of Foamex International Inc. and Foamex L.P. effective as of June 27, 2008 (the “ Effective Date ”); and

WHEREAS, under the circumstances of the Executive’s severance, the Foamex L.P.s Severance Policy provides for a certain “Severance Entitlement” in exchange for the Executive’s Release; and

WHEREAS, the Executive has agreed to provide valuable consulting services and to enter into covenants of confidentiality and non-competition upon the terms and conditions set forth in the provisions of this Agreement relating to consulting services; and .

NOW THEREFORE, in consideration of the promises, mutual covenants and other good and valuable consideration set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Executive and the Company agree as follows:

Except as otherwise stated in this Agreement, this Agreement is the entire agreement between the Company and the Executive with respect to the subject matter hereof and contains all agreements, whether written, oral, express or implied, between the Company and the Executive relating to the termination of the Executive’s employment with and severance from the Company (in accordance with Foamex L.P. Severance Pay Policy) and the Executive’s provision of consulting services to the Company, and, as of the date of this Agreement, supersedes and extinguishes any other agreement relating to the terms and conditions applicable to the termination of the Executive’s employment, and the Executive’s provision of consulting services to the Company, whether written, oral, express or implied, between the Company and the Executive, including, without limitation, such provisions included in the Change in Control Protection Agreement, dated December 20, 2007, as amended on January 31, 2007 (the “ CIC Agreement ”). This Agreement may not be modified or amended, nor may any rights under it be waived, except in a writing signed and agreed to by the Company and the Executive specifically referencing the provision being so changed or modified.

The Executive’s current employment by the Company and any and all titles, positions and appointments the Executive holds with the Company, whether as an officer,

director or employee (including, without limitation, as the Executive Vice President, Engineering and Technology, shall cease as of the Effective Date unless earlier terminated by the Company for “cause” (within the meaning of the Foamex L.P. Severance Pay Policy) or due to the Executive’s death. If the Executive’s employment is terminated prior to the Effective Date by the Company for “cause” (within the meaning of the Foamex L.P. Severance Pay Policy) or due to the Executive’s death, the provisions of Section IIIA and IIIB of this Agreement, shall be null and void and the provisions of the Foamex L.P. Severance Pay Policy shall govern any rights of the Executive in connection with such termination of employment. Effective as of the Effective Date, the Executive shall have no authority to act on behalf of the Company and shall not hold himself out as having such authority, enter into any agreement or incur any obligations on behalf of the Company, commit any member of the Company in any manner or otherwise act in an executive or other decision-making capacity with respect to the Company. For the period commencing on October 1, 2008 and ending on June 30, 2010, the Executive shall make himself available to provide consulting services pursuant to the terms of Section IV of this Agreement.

In consideration for the Executive’s past employment with the Company and entering into this Agreement, specifically including the restrictive covenants contained in Section V of this Agreement and the Executive’s execution on or following the Effective Date of a release of claims in the form attached to this Agreement as Exhibit A (the “ Release ”), the Executive shall be entitled to receive the payments and benefits pursuant to the Foamex L.P. Severance Pay Policy. The following payments and benefits are to be made pursuant to the Severance Pay Policy and are subject to the Executive’s executing the Release and not revoking the Release before expiration of the seven-day revocation period described therein.

A.              a cash amount equal to $265,000, payable in twenty-six (26) equal installments following the Effective Date (the “Severance Period”) in accordance with the Company’s regular payroll practices in effect as of the date of this Agreement (the “ Severance Payment ”), with the first installment payable on the first regularly scheduled payroll date occurring after the expiration of the seven-day revocation period described in the Release (which amount, together with Company medical and dental benefits described in this Paragraph III A below) shall be deemed in full satisfaction of the Company’s obligations under the Foamex L.P. Severance Pay Policy.continued participation, through the Severance Period, for the Executive and his eligible dependents in the Company’s medical and dental plans in which the Executive participated immediately prior to the Effective Date on a basis no less favorable to the Executive than the basis generally provided to other similarly-situated senior executives of the Company. The Executive agrees to provide appropriate documentation for any expenses incurred with respect to the Executive’s continued participation in the Company’s medical and dental plans described in the preceding sentence, and the Company agrees to reimburse such expenses no later than the last day of the taxable year following the taxable year during which such expenses were incurred. As soon as reasonably practicable following the Effective Date, or such earlier date as may be required by applicable state statute or regulation, the Company shall pay (i) any annual base salary or other compensation earned but not paid to the Executive prior to the Effective Date, (ii) any payments, benefits or entitlements that are vested, fully and unconditionally earned or due pursuant to any Company plan, policy, program or arrangement or other agreement, (iii) payment for $6,624.95 representing unused vacation days for fiscal year

2008, with such payment being made on the first regularly scheduled payroll date occurring following the Effective Date and (iv) any business expenses that remain unreimbursed as of the Effective Date. The amounts described in clauses (i) through (iv) of the preceding sentence are referred to herein as the “ Accrued/Other Obligations ”. All payments due under Section IIIC(ii) shall be paid in accordance with the applicable plan, policy, program or other agreement.

For the avoidance of doubt, the Accrued/Other Obligations described in Section IIIC are not intended to result in any duplication of any payments or benefits described in this Agreement or any compensation or benefits plans, policies, programs, agreements or arrangements of the Company determined on a payment-by- payment and benefit-by-benefit basis.

All outstanding equity awards held by the Executive as of the Effective Date will be treated in accordance with the terms of the applicable plans and award agreements governing such awards. The Executive acknowledges and agrees that, by signing this Agreement, notwithstanding any provision of this Agreement or the CIC Agreement to the contrary, he waives, effective as of the date of this Agreement, any right or alleged right that he has, or may have, to (i) the vesting of the Executive’s outstanding stock options pursuant to the CIC Agreement or on account of any claim that the Company breached the CIC Agreement, including any right to accelerated vesting of outstanding stock options in connection therewith, based on, arising out of or in connection with any fact, event, occurrence, omission or other matter or thing occurring prior to the date of this Agreement, including, without limitation, any fact, event, occurrence, omission or other matter or thing relating to the negotiation and execution 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 III L.P. (the “ Transaction ”), or (ii) the accelerated vesting of the Executive’s outstanding stock options upon the consummation of the Transaction.

The Company and the Executive agree that the termination of the Executive’s employment is not in connection with a Change in Control or a change in ownership or effective control within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), and both parties agree to cooperate to rebut any such presumption. Section 6 of the CIC Agreement is incorporated in full into this Agreement, and the Executive shall continue to be afforded the full benefits of such Section 6 of the CIC Agreement; provided that the reference to “this Agreement” in such Section 6 of the CIC Agreement shall be deemed to be a reference to this Agreement; and provided further that, any reimbursement pursuant to such Section 6 shall be paid promptly when any such taxes are due but not later than the last day of the taxable year following the taxable year during which the expense was incurred. In addition, the Company and the Executive hereby agree that, notwithstanding anything to the contrary set forth herein, the consummation of the Transaction, alone or in combination with any other event, will not constitute a Change in Control for purposes of the CIC Agreement; provided that,

notwithstanding the foregoing nothing shall in any way operate to the limit the rights that the Executive would otherwise be entitled to under Section 6 of the CIC Agreement.

The Executive acknowledges and agrees that, except as otherwise set forth in this Agreement, the Executive is not entitled to any other compensation or benefits from the Company (including without limitation any severance or retirement compensation or benefits under the Foamex L.P. Severance Pay Policy or otherwise), and, as of and after the Effective Date, except as otherwise set forth in this Agreement, the Executive shall no longer participate in, accrue service credit or have contributions made on his behalf under any employee benefit plan sponsored by the Company in respect of periods commencing on and following the Effective Date, including without limitation any plan that is intended to qualify under Section 401(a) of the Code (a “ Qualified Plan ”); provided, that, except as expressly provided herein, nothing in this Agreement shall constitute a waiver by the Executive of his rights to vested benefits, if any, under any Qualified Plan or under any group health plan of the Company in respect of his services to the Company prior to the Effective Date.

The payments and benefits described in Sections IIIA and IIIB above shall be contingent on the Executive’s entering into the Release effective on or promptly after July 18, 2008 and not revoking such Release during the applicable seven-day revocation period set forth therein. If the Executive revokes such Release during the period described in the immediately preceding sentence, this Agreement shall be void as of and following the Effective Date and of no further effect except with respect to the second sentence of Section IIIE