1998 STOCK OPTION PLAN
PURPOSE OF PLAN
The 1998 Stock Option Plan (the "PLAN") of Sealy Corporation (the "COMPANY"), adopted by the Board of
Directors and shareholders of the Company effective December 18, 1997, is intended to advance the best
interests of the Company by providing executives and other key employees of the Company or any Subsidiary
(as defined below) who have substantial responsibility for the management and growth of the Company or any
Subsidiary with additional incentives by allowing such employees to acquire an ownership interest in the
Company. The Plan is a compensatory benefit plan within the meaning of Rule 701 under the Securities Act of
1933, as amended (the "SECURITIES ACT") and, unless and until the Class A Common (as defined below) is
publicly traded, the issuance of stock purchase options ("OPTIONS") for shares of Class A Common pursuant
to the Plan and the issuance of shares of Class A Common pursuant to such Options is intended to qualify for the
exemption from registration under the Securities Act provided by Rule 701.
For purposes of the Plan the following terms have the indicated meanings:
"AFFILIATE" means, when used with reference to a specified Person, any Person that directly or indirectly
controls or is controlled by or is under common control with the specified Person. As used in this definition,
"control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean
possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by contract or otherwise). With
respect to any Person who is an individual, "Affiliates" shall also include, without limitation, any member of such
individual's Family Group.
"BOARD" means the Company's Board of Directors.
"CLASS A COMMON" means the Company's Class A Common Stock, par value $.01 per