Tumi Holdings, Inc. [ ] Shares Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • April 3rd, 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
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 3rd, 2012 • Tumi Holdings, Inc. • Leather & leather products • Delaware
This Indemnification Agreement, dated as of , 2012 (this “Agreement”), is entered into by and between Tumi Holdings, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 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 • April 3rd, 2012 • Tumi Holdings, Inc. • Leather & leather products • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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.a.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.
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”).
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”).
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.
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”).
