STOCK OPTION AGREEMENT DATED NOVEMBER 12, 1999 Exhibit 10.53 SAMSONITE CORPORATION STOCK OPTION AGREEMENT This Agreement, dated as of November 12, 1999, is between SAMSONITE CORPORATION, a Delaware corporation (the "Company"), and______________ (the...

 STOCK OPTION AGREEMENT DATED NOVEMBER 12, 1999


 
 
Exhibit 10.53
 
SAMSONITE CORPORATION
 
STOCK OPTION AGREEMENT
 This Agreement, dated as of November 12, 1999, is
   between SAMSONITE CORPORATION, a Delaware corporation (the
   "Company"), and______________ (the
   "Employee").
 The stock options granted pursuant to this Agreement
   are awarded under the Company's FY 1995 Stock Option and Incentive Award
   Plan ("1995 Plan") and are subject to the 1995 Plan.
 1. Grant. The Company confirms that the Employee
   has been granted, effective November 12, 1999 (the "Date of
   Grant"), the right to purchase (the "Options") from the
   Company an aggregate of _________ shares of the Company's common stock, par value $.01 per share ("Common Stock"). The Options constitute Nonqualified Stock
   Options.
 2. Exercise Price. The initial exercise price
   per share (the "Exercise Price") for the Options is
   $6.00.
 3. Non-transferability. The Options may not be
   assigned, transferred or disposed of, or pledged or hypothecated in any way,
   and may not be subject to execution, attachment or other process, other than
   by will or by the laws of descent and distribution. During the
   Employee's lifetime, the Options may be exercised only by the
   Employee.
 4. Term and Vesting. (a) Generally. The
   Options will remain outstanding (subject to vesting and exercisability)
   during a period of ten years from the Date of Grant (the "Option
   Term"). So long as the Employee is continually employed by the Company
   from the Date of Grant through the ninth anniversary of the Date of Grant,
   notwithstanding paragraphs (b) and (c) of this Section 4, all Options not
   already vested shall vest on the ninth anniversary of the Date of Grant.
   Except as provided in this Section and Section 5, Options that have vested
   will remain exercisable in whole or in part until the expiration of the
   Option Term. The Employee has no rights as a stockholder of the Company with
   respect to any shares of Common Stock underlying the Options until the
   shares have been issued to the Employee upon the exercise of the
   Options.
  (b) Performance Targets. The Options will vest
   in equal annual installments of 25% on each April 30th (each a "Vesting
   Date") immediately following each of the Company's fiscal years ended
   January 31, 2000, 2001, 2002 and 2003 (each a "Reference Year"),
   provided that the Employee has remained continually employed by the Company
   from the Date of Grant through such Vesting Date, and the Adjusted EBITDA
   (as defined below) of the Company for the most recent Reference Year ended
   prior to such Vesting Date is at least equal to the greater of (1) 90% of
   the Plan EBITDA (as defined below) for such Reference Year and (2) 105% of
   the Company's Adjusted EBITDA for the fiscal year ended immediately
   preceding such Reference Year (the greater of such amounts with
 respect to any Reference Year, hereinafter referred to as the
   "Target"). Options that do not vest (a "Missed
   Installment") on any Vesting Date (a "Missed Installment
   Date"), because the Company fails to attain the Target for the
   immediately preceding Reference Year may be clawed back and will vest on the
   Vesting Date (the "Clawback Date") next succeeding such Missed
   Installment Date, if the Employee remains continually employed by the
   Company from the Date of Grant through such Clawback Date, and the Company
   attains the Target for the most recent Reference Year ended prior to such
   Clawback Date; provided that a Missed Installment may be clawed back for one
   year only and shall not be carried forward from year to year, and, further,
   provided that a Missed Installment shall not vest on any Clawback Date as a
   result of the provisions of Section 4(c) but shall only vest subsequent to a
   Change of Control (as defined below) if the Company actually attains the
   Target for the most recent Reference Year ended prior to the Clawback Date.
   Notwithstanding the foregoing, the Employee will be deemed to have been
   continually employed by the Company from the Date of Grant through the
   Vesting Date or Clawback Date, as applicable, if (x) the Employee has been
   so employed through the end of the most recent Reference Year ended prior to
   such Vesting Date or Clawback Date and (y) after the end of such Reference
   Year and prior to such Vesting Date or Clawback Date, the Employee's
   employment with the Company is terminated for a reason described in
   paragraphs (b) or (c) of Section 5 or the Company terminates the Employee's
   employment with the Company for any reason other than for Cause (as defined
   below). For purposes of this Section 4(b), (x) "Adjusted EBITDA"
   for any Reference Year shall mean the Company's earnings from continuing
   operations, before interest expense, depreciation and amortization, and
   taxes for such Reference Year ("EBITDA"), as adjusted (A) to
   exclude the effects for such Reference Year of the following items, but only
   to the extent that such effects are not excluded in the calculation of Plan
   EBITDA for such Reference Year: (i) restructuring provisions and related
   charges that are approved by the Board of Directors of the Company (the
   "Board"), (ii) the amortization of expenses associated with the
   recapitalization transactions that closed in June 1998, and (iii) the costs
   and expenses associated with various stockholder class action lawsuits and a
   purported derivative action filed between March 13, 1998 and March 9, 1999,
   and (B) to include the effects for such Reference Year of the following
   items: (i) equity in earnings and losses of unconsolidated affiliates, but
   only to the extent that the effects of such items are included in the
   calculation of Plan EBITDA for such Reference Year, (ii) realized gains and
   losses from hedging activities for Reference Year ending January 31, 2000,
   and (iii) net rental income, and (y) "Plan EBITDA" shall mean (i)
   with respect to the Reference Year ending January 31, 2000, $90,800,000 and
   (ii) with respect to the Reference Years ending January 31, 2001, 2002 and
   2003, the amount set forth as adjusted EBITDA of the Company in the
   Company's five-year business plan for the five years ending January 31,
   2005, which plan is currently being prepared by the Company's management, in
   the form that such plan shall be approved by the Board (the
   "Plan"). For purposes of the preceding sentence, EBITDA shall be
   determined in accordance with U.S. generally accepted accounting principles,
   consistently applied, except that for the Reference Years ending January 31,
   2001, 2002 and 2003, EBITDA for the Company's non-U.S. subsidiaries shall be
   determined based on the foreign currency exchange rates set forth in the
   Plan. If the Company enters into an acquisition, disposition or other
   material transaction (including a transaction resulting in a Change of
   Control) which is likely to have a significant effect on Adjusted EBITDA,
   the Board or Compensation Committee shall have the right, acting in good
   faith, to make equitable adjustments to the Target for Reference Years
   ending after
 such transaction to reflect the effects of such transactions to the extent
   that such effects are not reflected in the Plan for such Reference
   Years.
 (c) Change of Control. Notwithstanding paragraph
   (b) of this Section 4, if a Change of Control occurs, the Company shall be
   deemed to have attained the Target for each Reference Year ending after the
   occurrence of such Change of Control. For purposes of this Agreement, a
   "Change of Control" shall mean the occurrence of any of the
   following events: (1) any "person" (as such term is used in
   Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
   (the "Exchange Act")) (or "group" within the meaning of
   Rule 13d-1 under the Exchange Act) other than a Permitted Holder (as defined
   below), becomes the "beneficial owner" (as defined in Rule 13d-3
   under the Exchange Act), directly or indirectly, of securities of the
   Company representing 50% or more of the combined voting power of the then
   outstanding securities of the Company; (2) the stockholders of the Company
   approve an agreement for the sale or disposition by the Company, including a
   disposition by means of a merger, consolidation or similar transaction, of
   all or substantially all of the Company's assets, other than to a Permitted
   Holder; or (3) during any period of two consecutive years, individuals who
   at the beginning of such period constituted the Board (together with any new
   directors whose election by the Board was approved by a vote of a majority
   of the Company's directors then still in office who were either directors at
   the beginning of such period or whose election or nomination for election
   was previously so approved) cease for any reason to constitute a majority of
   the Board then in office. A transaction or series of transactions which give
   rise to more than one of the events described in clauses (1), (2) and (3) of
   the immediately preceding sentence shall be deemed to constitute only one
   Change in Control which shall be deemed to occur upon the occurrence of the
   first such event to occur. As used herein "Permitted Holder" means
   and includes (x) Apollo Investment Fund, L.P. ("Apollo"), Artemis
   America Partnership ("Artemis"), any of their respective
   affiliates (as such term is defined in Rule 1-02 of Regulation S-X under the
   Securities Act of 1933), and, so long as Apollo, Artemis or an affiliate of
   Apollo or Artemis controls the right to vote the securities in question, any
   partner, shareholder or trustee of any of them and (y) any corporation
   owned, directly or indirectly, by the stockholders of the Company in
   substantially the same proportions as their ownership of stock of the
   Company.
 5. Termination. (a) Cause. If the
   Employee is terminated from employment with the Company for Cause, then all
   the Options (whether vested or unvested) will automatically terminate and be
   canceled without any action on the part of the Company on the date that
   employment is terminated. For purposes of this Agreement, "Cause"
   means (1) the Employee's engaging in willful misconduct that is injurious to
   the Company, (2) the Employee's embezzlement or misappropriation of funds or property
   of the Company or the Employee's conviction of a felony or the entrance of a plea of
   guilty by the Employee to a felony or (3) the failure or refusal by the
   Employee to devote the Employee's full business time and attention to the performance
   of the Employee's duties and responsibilities in connection with the
   Employee's employment or any other breach by the Employee of the
   terms of the Employee's employment in any material respect. No act, or
   failure to act, on the Employee's part will be considered willful unless
   done, or omitted to be done, by the Employee not in good faith and without
   reasonable belief that the Employee's action or omission was in the best interest of the
   Company.
 
 (b) Disability. If the Employee is terminated
   from employment with the Company by reason of Disability (as defined below),
   then, subject to paragraph (g) of this Section 4, all unvested Options will
   automatically terminate and be canceled without any action on the part of
   the Company on the effective date of termination. All Options that have
   vested prior to that date will remain exercisable until the earlier to occur
   of (1) the first anniversary of that date or, with respect to Options that
   vest pursuant to the provisions of paragraph (g) of this Section 5, the
   first anniversary of the vesting of such Options, or (2) the expiration of
   the Option Term. For purposes of this Agreement, "Disability"
   means that the Board determines in good faith, based on medical evidence
   acceptable to it, that the Employee has become physically or mentally
   disabled or incapacitated for 90 days during any period of 180 consecutive
   days to the extent that the Employee is unable to perform the
   Employee's duties.
 (c) Death. If the Employee dies while employed
   by the Company, subject to paragraph (g) of this Section 4, all unvested
   Options will automatically terminate and be canceled without any action on
   the part of the Company on the date of death. Following the Employee's
   death, the Employee's executors, administrators, legatees or distributees
   may exercise the Options that have vested prior to the date of death until
   the earlier to occur of (1) the first anniversary of that date or, with
   respect to Options that vest pursuant to the terms of the provisions of
   paragraph (g) of this Section 5, the first anniversary of the vesting of
   such Options, or (2) the expiration of the Option Term.
 (d) Accelerated Vesting. All unvested Options
   (other than Missed Installments) will automatically vest upon the occurrence
   of any of the following events: (1) if the Employee is not then employed
   pursuant to an effective employment agreement (an "Employment
   Agreement") with the Company, termination by the Company of the
   Employee's employment within one year after a Change of Control for any
   reason other than Cause, Disability or death of the Employee or for the
   failure of the Employee to perform his duties at the level reasonably
   expected for the Employee's position consistent with the standards applied
   to the Employee prior to the Change of Control, (2) if the Employee is then
   employed pursuant to an Employment Agreement with the Company, termination
   by the Company of the Employee's employment for any reason other than Cause,
   Disability or death of the Employee or for a material breach by the Employee
   of the Employment Agreement, or (3) if the Employee is then employed
   pursuant to an Employment Agreement with the Company which contains a
   provision relating to termination by the Employee for "Good
   Reason", termination by the Employee for Good Reason in accordance with
   the terms of the Employment Agreement. Anything contained in the Employment
   Agreement to the contrary notwithstanding, for purposes of this Agreement,
   the definition of "Good Reason" shall not include changes in the
   performance goals of any incentive bonus payable to the Employee, provided
   that such changes are made by the Compensation Committee in connection with
   its regular annual determination of such performance goals, and in the
   reasonable judgement of the Compensation Committee, the new performance
   goals are reasonably achievable or (y) the Company ceases to be a public
   company as a result of the Change of Control. All Options that have vested
   prior to the occurrence of an event described in this Section 5(d) and all
   Options that vest as a result of the occurrence of such event will remain
   exercisable until the earlier of (i) the first anniversary of any such event
   or (ii) the expiration of the Option Term. 
 
 (e) Other Terminations. If the Employee's
   employment with the Company is terminated other than for a reason described in paragraph (a),
   (b), (c) or (d) of the Section, then subject to paragraph (g) of this
   Section 4, all unvested Options will automatically terminate and be canceled
   without any action on the part of the Company on the date of termination.
   All Options that have vested prior to that date will remain exercisable
   until the earlier to occur of (1) the 90th
 day following such date or, with respect to Options that vest pursuant to the
   terms of the provisions of paragraphs (g) of this Section 5, the
   90th
 day following the vesting of such Options, or (2) the expiration of the Option
   Term.
 (f) Extension After Certain Terminations. If the
   Employee's employment with the Company is terminated other than for a reason
   described in paragraph (a), (b), (c) or (d) of this Section and the Employee
   dies or becomes Disabled within 90 days after termination (said Disability
   being deemed to have occurred on the first day of the 90 days referenced in
   Section 5(b) above), then the Employee's executors, administrators, legatees
   or distributees may exercise the Options, to the extent vested and
   exercisable as of the date of termination, until the earlier to occur of (1)
   the first anniversary of the date of death or Disability or (2) the
   expiration of the Option Term.
 (g) If the Employee is terminated for a reason
   described in paragraphs (b) or (c) of this Section 5 or the Company
   terminates the Employee's employment with the Company for any reason other
   than for Cause, in each case after the end of a Reference Year but prior to
   the next subsequent Vesting Date, notwithstanding anything herein to the
   contrary contained in paragraphs (b), (c) or (e) of this Section 4, any
   Options that would otherwise vest on such Vesting Date under the provisions
   of Section 4 as a result of the Company attaining the Target on such Vesting
   Date shall not terminate and shall vest on such Vesting Date.
 6. Adjustments. The exercise price and the
   number of shares purchasable upon exercise of the Options may be adjusted by
   the Compensation Committee in accordance with Section 5 of the 1995 Plan
   upon the occurrence of certain corporate actions causing dilution of
   ownership of the Company of then current stockholders.
 7. Method of Exercise of Options. (a) The
   Options will be exercisable by notice (an "Exercise Notice") and
   payment to the Company in accordance with the procedure prescribed herein;
   provided, that the aggregate Exercise Price with respect to any one such
   exercise will not be less than $10,000, unless the exercise represents an
   exercise of all Options that are vested and exercisable as of the date of
   the exercise. If the Employee fails to accept delivery of and pay for all or
   any part of the number of shares specified in the Exercise Notice upon
   tender or delivery thereof, the Employee's right to exercise the Options with respect to the
   undelivered shares may be terminated in the sole discretion of the
   Company's Compensation Committee.
 (b) Each Exercise Notice will (1) state the number of
   shares in respect of which Options are being exercised, (2) be accompanied
   by payment as provided in paragraph (c) below and (3) be signed by the
   person or persons entitled to exercise the Options. If Options are being
   exercised by any person or persons other than the Employee, the Exercise
   Notice will be accompanied by proof,
 satisfactory to the Company and its counsel, of the right of the person or
   persons to exercise the Options.
 (c) Payment of the Exercise Price will be made by
   delivering to the Company any one or a combination of (1) a certified or
   bank cashier's check payable to the Company or its order or a wire transfer
   directly to an account specified by the Company, (2) one or more
   certificates evidencing shares of Common Stock owned by the Employee
   immediately prior to the exercise, together with a duly executed stock
   power, having an aggregate Fair Market Value (defined below) on the date on
   which the Exercise Notice is given equal to the aggregate Exercise Price or
   (3) a copy of irrevocable instructions to a registered broker/dealer to
   deliver promptly to the Company an amount of proceeds from the sale of
   shares of Common Stock to be issued pursuant to the Options being exercised
   or of a loan made with respect to shares of Common Stock to be issued
   pursuant to the Options being exercised sufficient, in either case, to pay
   the Exercise Price.
 (d) The certificate or certificates representing shares
   of Common Stock to be issued upon exercise of the Options will be registered
   in the name of the person or persons exercising the Options, or, if the
   Options are exercised by the Employee and the Employee so requests in the
   applicable Exercise Notice, in the name of the Employee and the
   Employee's spouse, jointly, with right of survivorship. The
   certificate or certificates will be delivered within 10 days after receipt
   of payment and compliance by the Employee; provided, that in the case of
   clause (3) of the first sentence of Section 7(c), the Company will not be
   required to make delivery of the certificate or certificates until payment
   is actually received from the broker/dealer.
 (e) The Company will have no obligation to issue or
   deliver fractional shares of Common Stock upon exercise of the Options but
   may, in its sole discretion, elect to do so. In lieu of issuing any
   fractional share, the Company will pay to the person exercising the Options,
   promptly following exercise, an amount in cash equal to the Fair Market
   Value of the fraction of a share as of the date of exercise. Fair Market
   Value as of any date means (1) the closing sales price per share of Common
   Stock on the national securities exchange on which the stock is principally
   traded, on the next preceding date on which there was a sale of the stock on
   the exchange, (2) if the shares of Common Stock are not listed or admitted
   to trading on any exchange, the closing price as reported by the Nasdaq
   Stock Market for the last preceding date on which there was a sale of the
   stock on that market, (3) if the shares of Common Stock are not then listed
   on a national securities exchange or on the Nasdaq Stock Market, the average
   of the highest reported bid and lowest reported asked prices for the shares
   of Common Stock as reported by the National Association of Securities
   Dealers, Inc. Automated Quotations ("NASDAQ") system for the last
   preceding date on which the bid and asked prices were reported or (4) if the
   shares of Common Stock are not then listed on any securities exchange or
   prices therefor are not then quoted in the NASDAQ system, the value
   determined in good faith by the Company's Compensation Committee.
 8. Non-Competition and Confidentiality. (a)
   During employment with the Company and for one year after termination
   thereof, the Employee will not, directly or indirectly, as a principal,
   officer, director, employee or in any other capacity whatsoever, without
   prior written consent of
 the Company, engage in any activity with, or provide services to, any person
   or entity engaged in, or about to engage in, any business activity that is
   competitive with the business then engaged in by the Company, in any
   geographic area in which the Company's business is then conducted or has
   been conducted by the Company during the twelve months preceding the
   termination of the Employee's employment with the Company; provided that, if the
   scope of employment of the Employee during the twelve months preceding the
   termination of the Employee's employment with the Company related solely to
   business conducted by the Company in a specific geographic area or areas,
   then following such termination the scope of this non-compete provision
   shall be limited to the same geographic area or areas. The Employee may make
   or hold any investment in securities of a competitive business traded on a
   national securities exchange or traded in the over the counter market,
   provided the investment does not exceed 1% of the issued and outstanding
   stock of the competitive business. 
 (b) Unless otherwise required by law or judicial
   process, the Employee shall retain in the strictest confidence all
   confidential matters of the Company, including, without limitation,
   "know how", trade secrets, customer lists, pricing policies,
   operational methods, technical processes, formulae, inventions and research
   projects, and other business affairs of the Company, learned by the Employee
   heretofore or hereafter, and not to disclose them to anyone outside of the
   Company, either during or after the Employee's employment with the Company,
   except in the course of performing the Employee's duties as an employee of
   the Company or with the Company's express written consent; provided, that
   the Employee shall provide notice to the Company in advance of any
   disclosure required by law or judicial process in a timely manner to permit
   the Company to oppose such compelled disclosure.
 (c) The Employee agrees that, if any provision of
   paragraphs (a) or (b) of this Section is breached, monetary damages would be
   difficult, if not impossible, to calculate and that injunctive relief is the
   only appropriate remedy. If a breach of any provision of paragraphs (a) or
   (b) of this Section is alleged to have occurred, the Employee, by execution
   of this Agreement, agrees to the entry of a temporary restraining order
   against the Employee in regard to this Section until such time as a
   determination is made as to whether a breach has occurred. Employee further
   agrees that, if a court of competent jurisdiction determines or if a
   stipulation is entered into, that the Employee has breached any provision of
   paragraphs (a) or (b) of this Section, a permanent injunction will be issued
   prohibiting the Employee from any further breach. The Employee agrees that
   the Company may refuse to allow the exercise of any otherwise vested Options
   in the event of an alleged breach by the Employee of any provision of
   paragraphs (a) or (b) of this Section, that the Options (vested or unvested)
   will be terminated and canceled upon determination of a breach and that the
   Company is not liable for the gain or loss experienced by the Employee due
   to the increase or decrease of the fair market value of the Common Stock
   during any period in which the Company may have refused to accept exercise
   instructions pending final determination of the Employee's breach of this Agreement.
 9. No Right To Continued Employment. Nothing in
   this Agreement confers upon the Employee the right to continue in the employ
   of the Company, entitles the Employee to any right or
 benefit not set forth in this Agreement or interferes with or limits in any
   way the right of the Company to terminate the Employee's
   employment.
 10. Withholding Taxes. The Company may require
   the Employee (or such other person, if any, who has the right to exercise
   the Options) to pay to the Company in cash the amount of any federal, state,
   local and foreign income and other taxes that the Company may be required to
   withhold before delivering to the Employee (or the other person) a
   certificate or certificates representing shares of Common Stock. The
   Employee may elect to have Common Stock issuable upon the exercise of any
   Options, having a Fair Market Value on the day immediately preceding the
   date on which the certificates are delivered equal to the amount of the
   withholding obligation, be withheld by the Company in satisfaction of this
   obligation.
 11. Approval of Counsel. Any exercise of Options
   and the issuance and delivery of shares of Common Stock is subject to
   approval by the Company's counsel of all legal matters, including compliance
   with the Securities Act of 1933, as amended, the Securities Exchange Act of
   1934, as amended, the requirements of any stock exchange upon which the
   Common Stock may then be listed and any applicable state securities or
   "blue sky" laws.
 12. Certificates. The certificates evidencing
   the shares of Common Stock issued upon exercise of the Options will bear a
   legend (unless the Company requires otherwise) stating:
 THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE
   SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS
   REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE
   OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT
   REQUIRED.
 
 13. Registration. The Company has filed a
   registration statement on Form S-8 registering the issuance of the Common
   Stock underlying the Options, including a "resale prospectus" as
   contemplated by Form S-8 to permit the public resale by the Employee, and
   will use its reasonable best efforts to maintain the effectiveness of this
   registration statement for so long as an effective registration statement is
   required for the public sale by the Employee of the Common Stock underlying
   the Options.
 14. Notices. All notices, demands and other
   communications with respect to this Agreement will be in writing and be
   deemed to have been duly given (1) when hand delivered, (2) when sent, if
   sent by overnight mail, overnight courier or facsimile transmission or (3)
   when mailed by United States registered mail, return receipt requested,
   postage prepaid, addressed as follows:
 
Samsonite Corporation
 
 00000 Xxxx Xxxxx-Xxxxx Xxxxxx
 
 Xxxxxx, Xxxxxxxx 00000-0000
 
 Attention: Corporate Secretary
 

 All notices to the Employee or other person or persons
   entitled to exercise the Options will be addressed to the Employee or the
   other person or persons at the then current address of the Employee
   contained in the employee payroll records of the Company. Anyone to whom a
   notice may be given under this Agreement may designate a new address by
   notice to that effect.
 15. Benefits. This Agreement will inure to the
   benefit of and be binding upon each successor and assign of the Company. All
   obligations imposed upon the Employee and all rights granted to the Company
   under this Agreement will be binding upon the Employee and, to the extent
   provided in this Agreement, the Employee's heirs, legal representatives and
   successors. No other person has any rights under this Agreement.
 16. Severability. If any one or more provisions
   of this Agreement is deemed to be illegal or unenforceable, the illegality
   or unenforceability will not affect the validity and enforceability of the
   remaining legal and enforceable provisions, which will be construed as if
   such illegal or unenforceable provision or provisions had not been
   inserted.
 17. Entire Agreement. This Agreement contains
   the entire understanding and agreement between the parties and supersedes
   all prior understandings and agreements between the parties respecting the
   subject matter of this Agreement. This Agreement may not be modified, waived
   or discharged unless agreed in writing signed by the parties. 
 18. Waiver. No waiver by either party of any
   breach by the other party of this Agreement will be deemed a waiver of
   similar or dissimilar breaches at the same, prior or subsequent
   time.
 19. Governing Law. This Agreement will be
   construed and governed in accordance with the laws of the State of New York,
   without regard to New York's conflicts of law principles.
 20. Time Periods. Any action required to be
   taken under this Agreement within a certain number of days must be taken
   within that number of calendar days; provided, that if the last day for
   taking an action falls on a weekend or a holiday, the period during which
   the action may be taken will be automatically extended to the next business
   day.
 21. Counterparts. This Agreement may be executed
   in counterparts. Each counterpart is deemed to be an original, but both
   together constitute one and the same instrument.
 22. Compliance. The Employee will abide by laws
   concerning xxxxxxx xxxxxxx and the policies and decisions of the
   Company's Compensation Committee in all matters concerning the
   Options.
      
      SAMSONITE CORPORATION
 
 
 
 
 
 
 
 
 
 
      
      By:______________________________
 
 Printed Name:______________________
 
 Title: ____________________________ 
  
 EMPLOYEE
 
 ________________________________
 
 Printed Name:______________________