Underwriting AgreementUnderwriting Agreement • October 29th, 2012 • Tumi Holdings, Inc. • Leather & leather products • New York
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Tumi Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. and Credit Suisse Securities (USA) LLC are acting as representatives (the “Representatives”), an aggregate of [●] shares of the Company’s common stock, par value $0.01 per share (the “Stock”) and, at the election of the Underwriters, up to [●] additional shares, of Stock. The aggregate of [●] shares to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [●] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 23rd, 2012 • Tumi Holdings, Inc. • Leather & leather products • Delaware
This Indemnification Agreement, dated as of April 24, 2012 (this “Agreement”), is entered into by and between Tumi Holdings, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 4th, 2016 • Tumi Holdings, Inc. • Leather & leather products • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 3, 2016, is entered into by and among TUMI HOLDINGS, INC., a Delaware corporation (the “Company”), SAMSONITE INTERNATIONAL S.A., a public limited liability company (société anonyme) incorporated and governed by the laws of the Grand-Duchy of Luxembourg, having its registered office at 13-15, avenue de la Liberté, L-1931 Luxembourg, registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés de Luxembourg) under number B 159469 (“Parent”), and PTL ACQUISITION INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2015 • Tumi Holdings, Inc. • Leather & leather products • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made on the 11th day of March, 2015, by and between Tumi, Inc., a New Jersey corporation (the “Company”) and Peter L. Gray (“Executive”).
Tumi Holdings, Inc. [ ] Shares Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • April 13th, 2012 • Tumi Holdings, Inc. • Leather & leather products • New York
Tumi Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. and Credit Suisse Securities (USA) LLC are acting as representatives (the “Representatives”), an aggregate of [ ] shares of the Company’s common stock, par value $0.01 per share (the “Stock”), and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares, of Stock. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares
EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2012 • Tumi Holdings, Inc. • Leather & leather products • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made this 15 day of May, 2006 (the “Effective Date”), by and between Tumi, Inc., a New Jersey corporation (the “Company”), and Steve Hurwitz (“Executive”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among Tumi Holdings, Inc., Doughty Hanson & Co IV Nominees One Limited, Doughty Hanson & Co IV Nominees Two Limited, Doughty Hanson & Co IV Nominees Three Limited, Doughty Hanson & Co IV...Registration Rights Agreement • May 23rd, 2012 • Tumi Holdings, Inc. • Leather & leather products • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 24, 2012, is by and among Tumi Holdings, Inc., a Delaware corporation (the “Company”), Doughty Hanson & Co IV Nominees One Limited, Doughty Hanson & Co IV Nominees Two Limited, Doughty Hanson & Co IV Nominees Three Limited, Doughty Hanson & Co IV Nominees Four Limited, Officers Nominees Limited (collectively, “DH”), Stockwell Fund, L.P., Brederode International s.à.r.l., Uberior Co-Investments Limited, RBSM Capital Limited, HVB Capital Partners AG and Jerome Griffith (solely with respect to Section 3) (each, along with DH, and collectively with their Permitted Transferees, a “Stockholder” and collectively, the “Stockholders”). This Agreement shall become effective upon the Effective Time.
Tumi Holdings, Inc. 8,000,000 Shares Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • September 9th, 2014 • Tumi Holdings, Inc. • Leather & leather products • New York
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Tumi Holdings, Inc., a Delaware corporation (the “Company”), severally propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC is acting as representative (the “Representatives”), an aggregate of 8,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), and, at the election of the Underwriters, up to 1,200,000 additional shares of Common Stock. The aggregate of 8,000,000 shares to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,200,000 additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Form of Agreement for Directors - Time Based Vesting Only]Restricted Stock Unit Award Agreement • February 25th, 2016 • Tumi Holdings, Inc. • Leather & leather products • Delaware
Tumi Holdings, Inc. (the "Company"), pursuant to its 2012 Long-Term Incentive Plan (the "Plan"), hereby grants to the individual listed below, who is a member of the Board of Directors of the Company on the date hereof (the "Participant"), an Award of restricted stock units ("Restricted Stock Units" or "RSUs"). Each vested Restricted Stock Unit represents the right to receive, in accordance with the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the "Agreement"), one share of the common stock of the Company ("Share"). This Award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Agreement and the Plan, which are incorporated herein by reference.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • April 3rd, 2012 • Tumi Holdings, Inc. • Leather & leather products • Delaware
DIRECTOR NOMINATION AGREEMENT, dated as of [ ], 2012 (this “Agreement”), by and among Tumi Holdings, Inc., a Delaware corporation (the “Company”), Doughty Hanson & Co IV Nominees One Limited, Doughty Hanson & Co IV Nominees Two Limited, Doughty Hanson & Co IV Nominees Three Limited, Doughty Hanson & Co IV Nominees Four Limited and Officers Nominees Limited (collectively, together with their respective Permitted Transferees, the “Doughty Hanson Funds”).
REGISTRATION RIGHTS AGREEMENT by and among TIGER I, INC, DOUGHTY HANSON & CO IV LIMITED PARTNERSHIP NUMBER ONE, DOUGHTY HANSON & CO IV LIMITED PARTNERSHIP NUMBER TWO, DOUGHTY HANSON & CO IV LIMITED PARTNERSHIP NUMBER THREE, DOUGHTY HANSON & CO IV...Registration Rights Agreement • December 13th, 2011 • Tumi Holdings, Inc. • New York
REGISTRATION RIGHTS AGREEMENT dated as of November 17, 2004, by and among Tiger I, Inc, a Delaware corporation (the “Company”), and Doughty Hanson & Co IV Limited Partnership Number One, Doughty Hanson & Co IV Limited Partnership Number Two, Doughty Hanson & Co IV Limited Partnership Number Three, and Doughty Hanson & Co IV Limited Partnership Number Four (collectively “DH”), and the other stockholders listed on the signature pages of this Agreement (each, along with DH, a “Stockholder” and collectively, the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2012 • Tumi Holdings, Inc. • Leather & leather products • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made on the 22 day of December, 2008, by and between Tumi, Inc., a New Jersey corporation (the “Company”) and Jerome Griffith (“Executive”)
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2012 • Tumi Holdings, Inc. • Leather & leather products • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made this 6th day of January, 2012, effective as of the 1st day of January, 2012 (the “Effective Date”), by and between Tumi, Inc., a New Jersey corporation (the “Company”), and Thomas Nelson (“Executive”).
Form of Director Restricted Cash Agreement] TUMI HOLDINGS, INC. RESTRICTED CASH AWARD GRANT NOTICERestricted Cash Award Agreement • May 5th, 2016 • Tumi Holdings, Inc. • Leather & leather products • Delaware
Tumi Holdings, Inc. (the “Company”) hereby grants to the individual listed below, who is a member of the Board of Directors of the Company on the date hereof (the “Participant”), an Award of restricted cash (“Restricted Cash”). This Award represents the right to receive, in accordance with the Restricted Cash Award Agreement attached hereto as Exhibit A (the “Agreement”), the dollar amount set forth herein. This Restricted Cash Award is subject to all of the terms and conditions set forth herein and in the Agreement and in the 2012 Long-Term Incentive Plan (the “Plan”), which are incorporated herein by reference.
AMENDED AND RESTATED SUBSCRIPTION AND STOCKHOLDERS AGREEMENTSubscription and Stockholders Agreement • December 13th, 2011 • Tumi Holdings, Inc. • Delaware
This AMENDED AND RESTATED SUBSCRIPTION AND STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of 15th November 2004, by and among:
AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBSCRIPTION AND STOCKHOLDERS AGREEMENTAnd Stockholders Agreement • April 3rd, 2012 • Tumi Holdings, Inc. • Leather & leather products • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Subscription and Stockholders Agreement, dated as of November 15, 2004 (the “Stockholders Agreement”), by and among Tumi Holdings, Inc., a Delaware corporation (the “Company”), Doughty Hanson & Co Managers Limited and the stockholders named therein, is made and entered into as of this [ ] day of [ ], 2012. Capitalized terms used herein and not defined shall have the meanings specified in the Stockholders Agreement.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • May 23rd, 2012 • Tumi Holdings, Inc. • Leather & leather products • Delaware
DIRECTOR NOMINATION AGREEMENT, dated as of April 24, 2012 (this “Agreement”), by and among Tumi Holdings, Inc., a Delaware corporation (the “Company”), Doughty Hanson & Co IV Nominees One Limited, Doughty Hanson & Co IV Nominees Two Limited, Doughty Hanson & Co IV Nominees Three Limited, Doughty Hanson & Co IV Nominees Four Limited and Officers Nominees Limited (collectively, together with their respective Permitted Transferees, the “Doughty Hanson Funds”).
CREDIT AND GUARANTY AGREEMENT DATED AS OF OCTOBER 29, 2010 AMONG TUMI, INC. AND TUMI STORES, INC., AS BORROWERS, CERTAIN SUBSIDIARIES OF TUMI, INC., AS GUARANTORS, VARIOUS LENDERS, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT,...Pledge and Security Agreement • December 13th, 2011 • Tumi Holdings, Inc. • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of October 29, 2010 is entered into by and among TUMI, INC., a New Jersey corporation (“Tumi, Inc.” and “Lead Borrower”), TUMI STORES, INC., a New Jersey corporation (“Co-Borrower,” together with Lead Borrower, the “Borrowers” and each, a “Borrower”), CERTAIN SUBSIDIARIES of Lead Borrower, as Guarantors, the Lenders party hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent and collateral agent for the Lenders (in such respective capacities, “Administrative Agent” and “Collateral Agent”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBSCRIPTION AND STOCKHOLDERS AGREEMENTAnd Stockholders Agreement • May 23rd, 2012 • Tumi Holdings, Inc. • Leather & leather products • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Subscription and Stockholders Agreement, dated as of November 15, 2004 (the “Stockholders Agreement”), by and among Tumi Holdings, Inc., a Delaware corporation (the “Company”), Doughty Hanson & Co Managers Limited and the stockholders named therein, is made and entered into as of this 24th day of April, 2012. Capitalized terms used herein and not defined shall have the meanings specified in the Stockholders Agreement.
Strictly Private & Confidential – Tumi. Inc. (“Tumi”)Letter Agreement • April 3rd, 2012 • Tumi Holdings, Inc. • Leather & leather products • New York
This letter agreement amends and restates in its entirety that certain special bonus letter by and between you and Tumi, Inc. (“Tumi”) dated 22 December 2008 (the “22 December 2008 Letter”).
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT DATED AS OF APRIL 4, 2012 AMONG TUMI, INC. AND TUMI STORES, INC., AS BORROWERS, CERTAIN SUBSIDIARIES OF TUMI, INC., AS GUARANTORS, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS LENDER AND COLLATERAL...Credit and Guaranty Agreement • April 9th, 2012 • Tumi Holdings, Inc. • Leather & leather products • New York
This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of April 4, 2012 is entered into by and among TUMI, INC., a New Jersey corporation (“Tumi, Inc.” and “Lead Borrower”), TUMI STORES, INC., a New Jersey corporation (“Co-Borrower,” together with Lead Borrower, the “Borrowers” and each, a “Borrower”), certain Subsidiaries of Lead Borrower, as Guarantors, and Wells Fargo Bank, National Association, a national banking association, as lender and collateral agent hereunder (in such capacities “Lender” and “Collateral Agent”)
