Employment Opportunities

Job Title:

Attorney - SEC Specialization

Job Description:

SUMMARY The Law Department at Tempur-Pedic is functionally responsible for the legal affairs of the company, both domestically and internationally. It provides a broad range of legal support covering all aspects of the business. It manages the company’s intellectual property portfolio, assists with corporate transactions and governance, ensures compliance with securities laws, defends the company in legal matters, and counsels on legislation and government relations.

Essential Duties:

ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be assigned.
•Review of and comment upon Annual and Quarterly Periodic Reports, as well as review of proxy statements that are automatically definitive upon filing with the SEC, including review and advice regarding SEC comments received on any such filings.
•Review Form 10-Ks and Form 10-Qs, and proxy statement for annual meeting (the “Proxy”);
oParticipate in related Disclosure Committee meetings.
oParticipate in Audit Committee meetings held to review the Form 10-Ks and Form 10-Qs;
oParticipate in Board meetings to review the Form 10-Ks and Proxy, and Audit, Compensation and Nominating and Corporate Governance Committee meetings to review the Form 10-Ks and Proxy;
Review materials for the regularly scheduled Board of Directors meetings
•Review of earnings releases, including the following:
oReview of earnings releases;
oReview of script and Q&A for earnings calls;
oParticipate in Audit Committee meetings to review earnings releases;
oListen to earnings call; and
oPrepare (or review) the related 8-K.
•Draft the corporate documents required to conduct the annual meeting of stockholders (notice, script, certificate of inspector of elections and related documents);
•Review of and comment upon routine Form 8-K filings (i.e., items 1.01, 1.02, 2.02, 5.02, 7.01 and 8.01 filings), including review and advice regarding SEC comments received on any such filings
•Preparation of an annual letter tailored to Tempur providing updates on SEC rules and interpretations that will affect Tempur’s reporting obligations;

•Annual review of all Tempur board committee charters, Tempur’s Corporate Governance Guideline and Insider Trading Policy;
•Annual review for SEC and NYSE compliance purposes of Tempur’s web-site;
•Review of press releases prepared by Tempur for routine corporate developments in the fiscal year;
•Issuance of routine Rule 144 transfer opinions for transfers that are straightforward (i.e., the documentation is correct and complete and the transfer does not involve unusual facts where special research is required);
•Delivery of ordinary course insider trading advice in the context of corporate developments and the Tempur insider trading policy;
•Delivery of ordinary course Section 16 advice (where such advice does not involve unusual facts or more than confirmatory research) and assisting Tempur in preparing and filing ordinary course Section 16 filings for Tempur’s directors and executive officers; and
•Delivery of ongoing advice and updates pertinent to SEC regulatory developments, including: (a) corporate governance matters, such as codes of conduct and ethics, best practices for Board and Committee functions, questions as to independence issues and Sarbanes-Oxley, (b) accounting and SEC regulatory developments that may affect Tempur’s periodic reporting and financial statements, including but not limited to compensation, governance, and internal control issues, and© other topics as mutually determined from time to time.

•Assists the Executive Vice President & General Counsel with other business activities and transactions as time permits
•Some travel required.

Experience & Other Requirements:

EDUCATION and/or EXPERIENCE

Education: J.D and a member in good standing of at least one state bar, membership in the Kentucky State Bar Association is required.

Work Experience:

•3 – 7 years experience in general business law in a publicly traded company.
•Candidates should be comfortable with business negotiations and agreements for a growing marketing and sales based company. International experience is a plus.
•Strong Corporate SEC and regulatory enforcement experience required
•Ability to rapidly assess potential risks, potential benefits and potential consequences of decisions.
•Ability to appropriately balance legal and business risks while complying with short turnaround cycles.
•Highly developed analytical reasoning, attention to detail and applied learning skills.
•Candidate must be a strong written and oral communicator, with the highest degree of integrity and ability to maintain proprietary items in confidence
•Ability to prioritize multiple responsibilities and process high volumes of work in a timely and accurate manner.

Please send resumes to: employment@tempurpedic.com

Thank you for thinking of Tempur-Pedic® as the kind
of company you would like to work for!