form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported) February 19,
2010
TEMPUR-PEDIC
INTERNATIONAL INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31922
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33-1022198
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1713
Jaggie Fox Way
Lexington,
Kentucky 40511
(Address
of principal executive offices) (Zip Code)
(800)
878-8889
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction
A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 9.01
Financial Statements and Exhibits
Tempur-Pedic International Inc. (the
“Company” or
“Tempur-Pedic”)
is filing this Current Report on Form 8-K to file its form of Performance
Restricted Stock Unit Award Agreement, Restricted Stock Award
Agreement and Stock Option Agreement for awards that may be made
pursuant to its Amended and Restated 2003 Equity Incentive Plan, as amended (the
“2003
EIP”). Tempur-Pedic is also providing information about its
Tempur-Pedic International Inc. Long-Term Incentive Plan (the “Long-Term Plan”)
established under the 2003 EIP in order to facilitate the grant of equity or
equity-based awards based on Tempur-Pedic’s achievement of certain
pre-determined performance goals during certain designated periods.
The
purpose of the Long-Term Plan is to attract and retain the best possible
executive talent, motivate executive officers and employees, attain long-term
objectives and strategic initiatives and to further align the interests of
executive officers and employees with those of the Tempur-Pedic
stockholders. Amounts paid under the Long-Term Plan are generally
intended to qualify as performance-based compensation under Section 162(m) of
the Internal Revenue Code of 1986. The maximum number of shares of
stock that may be granted pursuant to or the subject of outstanding awards under
the Long-Term Plan is limited to the number of shares of stock available under
the 2003 EIP, and new awards may not be made after expiration of the 2003
EIP.
The Compensation Committee will
administer the Long-Term Plan, including identifying participating executive
officers and employees, establishing Tempur-Pedic performance goals and
determining the applicable period of performance. The performance
period is the length of time during which the achievement of Tempur-Pedic
performance goals are measured as designated by the Compensation
Committee.
(d)
Exhibits
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Exhibit
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Description
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10.1
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10.2
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10.3
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10.4
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused the report to be
signed on its behalf by the undersigned hereunto duly authorized.
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Tempur-Pedic
International Inc.
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Date: February
19, 2010
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By:
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/s/
Dale E. Williams
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Name:
Dale E. Williams
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Title:
Executive Vice President, Chief Financial Officer &
Secretary
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EXHIBIT
INDEX
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Exhibit
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Description
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10.1
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10.2
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10.3
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10.4
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