TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX) Files An 8-K Termination of a Material Definitive Agreement

Item1.02

The Company announced on February13, 2017 that Mr.Spenchian will
be leaving the Company effective February28, 2017. In connection
with the foregoing, Mr.Spenchian and the Company entered into a
letter agreement (the Separation Agreement) confirming the terms
of his separation to the terms of the Spenchian Employment
Agreement, including the payment of his 2016 performance bonus,
the payment of a pro rated portion of the performance bonus for
2017, subject to the attainment of the Companys performance goals
for 2017, the provision of outplacement services, the payment of
severance for 12 months, the treatment of his outstanding equity
awards, maintenance of welfare benefits for 12 months,
non-disparagement
provisions and a general release and waiver by Mr.Spenchian of
all claims. In addition, Mr.Spenchian has agreed to provide
consulting services for six months after February28, 2017, and
the Company will pay a consulting fee of $37,500 per
month.

Jay Spenchian has
been a valued member of the senior leadership team since he
joined the Company several years ago, commented Scott Thompson,
Chairman and CEO of the Company. I would like to thank Jay for
his contributions, and we wish him well as he pursues the next
stage of his career.

A copy of the
Spenchian Employment Agreement was filed as Exhibit 10.33 to the
Companys Form 10-K
filed with the SEC on February13, 2015, and copies of the
Spenchian Amendment and the Separation Agreement are filed as
Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, each
of which is incorporated herein by reference. Mr.Spenchians
departure will be governed by the terms of the Separation
Agreement, and Mr.Spenchians related equity awards and benefit
plans. The description of the Separation Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Separation Agreement.

Departure of
Mr.Spenchian