Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Adoption of 2023 Award Formula under the Company's Key Officers Incentive Plan

On March 10, 2023 the Human Resources and Compensation Committee ("HRC Committee") adopted the 2023 Award Formula (the "2023 Award Formula") under the Key Officers Incentive Plan ("KOIP"). Our executive officers earn an annual cash incentive paid under the KOIP, based on achieving certain performance objectives for the year. The 2023 Award Formula is applicable to the Company's executive officers, including the named executive officers listed below. Under the 2023 Award Formula, an executive officer is eligible to receive a cash award calculated by multiplying the executive's annual base salary at the end of the year by a target percentage set by the HRC Committee ("Target Percentage"), then applying weighted achievement percentages for the Performance Objectives. Reference is made to the Company's Form 8-K filed February 23, 2023 for the named executive officer's 2023 annual base salaries and 2023 KOIP Target Percentages. Corporate Participants and Profit Center Participants have separate award calculations based on factors defined in the 2023 Award Formula as follows:



                                                                            Relative
Participant Type                       Performance Objectives                Weight
Corporate Participants         Earnings Before Interest, Taxes,               65%
(Dolloff, Glassman, Tate &     Depreciation and
Douglas)                       Amortization (EBITDA)
                               Cash Flow                                      35%
Profit Center Participants     EBITDA                                         65%
(Hagale1 & Henderson)
                               Free Cash Flow (FCF)                           35%

1 Mr. Hagale is included in this report because he is expected to be a named executive officer in the Company's 2023 Proxy Statement.

Corporate Participants. J. Mitchell Dolloff (President & CEO), Karl G. Glassman (Executive Chairman), Jeffrey L. Tate (EVP & CFO) and Scott S. Douglas (SVP - General Counsel & Secretary) are Corporate Participants. Awards for Corporate Participants are determined by the Company's aggregate 2023 financial results. No awards will be paid for EBITDA achievement below $443.25 million or Cash Flow below $370.50 million. The maximum payout percentages for EBITDA and Cash Flow achievement are each capped at 200%.

Below are the 2023 Corporate Targets and Payout Schedule. Payouts will be interpolated for achievement levels falling between those in the schedule. Financial results from acquisitions are excluded from the calculations in the year of acquisition. Financial results from divestitures will be included in the calculations; however, the EBITDA and Cash Flow targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations. Financial results will exclude (i) certain currency and hedging-related gains and losses, (ii) gains and losses from asset disposals, and (iii) items that are outside the scope of the Company's core, on-going business activities. EBITDA and Cash Flow are adjusted for all items of gain, loss or expense for the fiscal year, as determined in accordance with GAAP, (i) from non-cash impairments, (ii) related to loss contingencies identified in footnotes to the financial statements in the Company's 2022 Form 10-K, (iii) related to the disposal of a segment of a business, or (iv) related to a change in accounting principle.



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                                      2023
                     Corporate Targets and Payout Schedule

              EBITDA                                         Cash Flow
  Achievement          Payout                        Achievement       Payout
  < $443.25M                    0%                    <$370.50M               0%
    $443.25M                   50%     Threshold       $370.50M              50%
    $591.00M                  100%      Target         $494.00M             100%
    $738.75M                  200%      Maximum        $617.50M             200%

Profit Center Participants. J. Tyson Hagale (EVP, President - Bedding Products) and Steven K. Henderson (EVP, President - Specialized Products and Furniture, Flooring & Textile Products) are Profit Center Participants. Achievement for EBITDA and FCF targets for Profit Center Participants is determined by aggregate 2023 financial results for the Profit Centers for which the participant is responsible. For Profit Center Participants, no awards are paid for achievement below 75% of the EBITDA and FCF targets. The EBITDA and FCF payouts are each capped at 200%.

Below are the 2023 Profit Center Targets and Profit Center Payout Schedule for Mr. Hagale and Mr. Henderson. Payouts will be interpolated for achievement levels falling between those in the schedule. Financial results for each profit center may include a critical compliance adjustment, ranging from a potential 5% increase for exceptional safety performance to a 20% deduction for critical compliance failures. Financial results from acquisitions are excluded from the calculations in the year of acquisition. Financial results from divestitures will be included in the calculations; however, the EBITDA and FCF targets relating to the divested businesses will be prorated to reflect only the portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations.

Financial results will exclude (i) results from non-operating branches, (ii) certain currency and hedging-related gains and losses, (iii) gains and losses from asset disposals, (iv) items that are outside the scope of the Company's core, on-going business activities or relating to any other special events or change in business conditions, and (v) the impact of corporate allocations. EBITDA and FCF are adjusted for all items of gain, loss or expense for the fiscal year, as determined in accordance with GAAP, (i) from non-cash impairments, (ii) related to loss contingencies identified in footnotes to the financial statements in the Company's 2022 Form 10-K, (iii) related to the disposal of a segment of a business, or (iv) related to a change in accounting principle.



        2023 Profit Center Targets                2023 Profit Center Payout Schedule
      Segments          EBITDA      FCF          EBITDA/FCF                   Payout
                        Target     Target       Achievement
Bedding Products       $286.40M   $282.80M<75%                        0%
Specialized and FF&T             $339.10M   $263.00M          75%         Threshold      50%
                                                    100%         Target        100%
                                                    125%         Maximum       200%

The definitions of EBITDA, Cash Flow and Free Cash Flow and a sample calculation are included in the 2023 Award Formula, which is attached and incorporated herein by reference as Exhibit 10.1 . The 2023 Award Formula was adopted pursuant to the Company's 2020 Key Officers Incentive Plan , effective January 1, 2020, filed February 19, 2020 as Exhibit 10.1 to the Company's Form 8-K.

Amendments to the Company's Form of Performance Stock Unit Award Agreement

On March 10, 2023, the HRC Committee amended the Company's Form of Performance Stock Unit Award Agreement (the "2023 Form of PSU Award").



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Prior to the amendment, the form of PSU award provided that PSUs vest at the end of a three-year performance period (the "Performance Period"), based upon two performance objectives:

Relative TSR. Fifty percent (50%) of each PSU award vested based upon the Company's Total Shareholder Return ("TSR") compared to a peer group consisting of all the companies in the Industrial, Consumer Discretionary, and Materials sectors of the S&P 500 and S&P 400. TSR is calculated as:

(Ending Stock Price - Beginning Stock Price + Reinvested Dividends) / Beginning Stock Price

The "Beginning Stock Price" is the average closing share price of the Company's stock for the last 20 trading days prior to the Performance Period. The "Ending Stock Price" is the average closing share price of the Company's stock for the last 20 trading days within the Performance Period.

EBIT CAGR. Fifty percent (50%) of each PSU award vested based upon the Company's (for Dolloff, Glassman, Tate, and Douglas) or the Bedding Products Segment's (for Hagale), or the Specialized Products and Furniture, Flooring & Textile Products Segments' (for Henderson) compound annual growth rate ("CAGR") of Earnings Before Interest and Taxes ("EBIT") during the third fiscal year of the Performance Period compared to the Company's (or applicable segments') EBIT in the fiscal year immediately preceding the Performance Period.

The payout percentage under the prior form of PSU award ranged from 0% to 200% of the base award of PSUs as determined by the level of achievement of Relative TSR and EBIT CAGR. However, in the event that the Company's TSR for the Performance Period was negative (Ending Stock Price plus Reinvested Dividends was less than Beginning Stock Price), the Relative TSR vesting percentage was capped at 100%. The vesting schedules, including the thresholds and caps for Relative TSR and EBIT CAGR, and terms and conditions regarding the calculation of Relative TSR and EBIT CAGR can be found in the 2021 Form of PSU Award Agreement filed May 6, 2021 as Exhibit 10.4 to the Company's Form 10-Q.

Pursuant to the amendment, the HRC Committee changed the performance criteria in the 2023 Form of PSU Award. The 2023 Form of PSU Award includes two performance objectives. The executives' base payout percentage will be determined by the level of achievement of these performance objectives, but will be adjusted by applying a multiplier based on Relative TSR. The payout percentage is capped at 200%.

EBITDA. Fifty percent (50%) of the award will be based on the Company's total Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") during the three-year Performance Period.

ROIC. Fifty percent (50%) of the award will be based on the Company's Return on Invested Capital ("ROIC") during the three-year Performance Period. ROIC is calculated as (i) the Company's average net operating profit after tax in the first, second and third years of the Performance Period divided by (ii) the Company's average Invested Capital on the last day of the fiscal year immediately preceding the Performance Period and the last day of the first, second and third years of the Performance Period. "Invested Capital" is the sum of shareholder equity, long-term debt and short-term debt, less cash and cash equivalents.

Relative TSR Multiplier. The combined EBITDA and ROIC results are subject to a payout multiplier based upon the Company's Total Shareholder Return compared to a peer group over the Performance Period ("Relative TSR"). Relative TSR is calculated with the same peer group and in the same manner as disclosed above. There is a 25% reduction (a multiplier of 0.75) in the payout if the Company's Relative TSR ranks in the bottom quartile, a 25% increase (a multiplier of 1.25) if the Company's Relative TSR ranks in the top quartile, and an adjustment determined on a linear basis if the Company's Relative TSR ranks in between these levels. The Relative TSR multiplier cannot be applied to make the award's total payout exceed the maximum 200%, and, if the Company's absolute TSR for the Performance Period is negative (Ending Stock Price plus Reinvested Dividends is less than Beginning Stock Price), application of the Relative TSR multiplier may not increase the Award's total payout above 100%.

The base payout percentage is determined by the level of achievement of EBITDA and ROIC according to the schedules below.



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              EBITDA                   ROIC        ROIC
  EBITDA      Vesting               Achievement   Payout
     $           %                       %          %
<$1,415.25M     0%                     <8.5%        0%
 $1,415.25M     50%     Threshold       8.5%       50%
 $1,887.00M    100%      Target        10.0%       100%
 $2,358.75M    200%      Maximum       11.5%       200%

Payouts will be interpolated for results falling between the levels shown. The base payout percentage will be adjusted by applying the Relative TSR multiplier as determined by the Company's Relative TSR percentage during the Performance Period according to the following schedule.



     Relative     Relative
       TSR          TSR
    Percentile   Multiplier
      <25th         0.75
       25th         0.75
       50th         1.00
       75th         1.25
      >75th         1.25

The multiplier will be interpolated for results falling between the levels shown. The terms and conditions related to the calculations of EBITDA and ROIC can be found in the 2023 Form of PSU Award attached hereto and incorporated herein as Exhibit 10.4 .

General Terms and Conditions

The PSUs normally vest on the last day of the Performance Period. Generally, if the executive has a separation from service, other than for retirement, death, or disability, before the PSUs vest, they are immediately forfeited. In the event of retirement, the award will vest at the end of the Performance Period and will be prorated for the number of days employed during the Performance Period prior to termination. Retirement is defined as a termination other than for cause occurring on or after age 65, or the combination of the executive's age and years of service being greater than or equal to 70 years. In the case of termination due to death or disability, the award will vest immediately at 100% of the base award.

Fifty percent (50%) of the vested PSU award will be paid out in cash, and the Company intends to pay out the remaining fifty percent (50%) in shares of Company common stock, although the Company reserves the right, except for . . .

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