AMENDMENT NO. 2 TO CHIEF EXECUTIVE OFFICER STOCKHOLDERS AGREEMENT January 26, 2007 (February 1st, 2007)
WHEREAS, Samsonite Corporation (the Company) has previously entered into the Chief Executive Officer Stockholders Agreement (as amended, the Agreement), dated as of March 2, 2004, and amended as of March 17, 2005, by and among the Company, ACOF Management, L.P., Bain Capital (Europe) LLC, Ontario Teachers Pension Plan Board, Marcello Bottoli, Stonebridge Development Limited and The Bottoli Trust (capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement);
Contract (December 22nd, 2006)
Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF SAMSONITE CORPORATION Samsonite Corporation (the "Corporation"), a corporation organized and existing under and by virtue of the laws of the State of Delaware, DOES HEREBY CERTIFY that: 1. The present name of the Corporation is Samsonite Corporation. Until July 14, 1995, its name was Astrum International Corp., and previously was E-II Holdings Inc. and before that Esmark International, Inc. The Corporation was initially incorporated under the name of KALK International, Inc. and the date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was May 4, 1987. 2. This Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation in accordance with Section 245 of the Delaware General Corporatio
Amendment No. 1 (September 14th, 2005)
WHEREAS, Samsonite Corporation (the Company) has previously entered into the Chief Executive Officer Stockholders Agreement (the Agreement), dated as of March 2, 2004, by and among the Company, ACOF Management, L.P., Bain Capital (Europe) LLC, Ontario Teachers Pension Plan Board, (v) Marcello Bottoli, (vi) Stonebridge Development Limited and (vii) The Bottoli Trust (now known as The Carry Trust, said Carry Trust deemed to be the CEO Trust). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement;
Deferred Compensation Award Agreement (June 14th, 2005)
This Award Agreement, dated March 17, 2005, sets forth the terms and conditions of the grant to Stonebridge Development Limited, a corporation organized under the laws of the British Virgin Islands (Grantee) by Samsonite Corporation (the Company) of a deferred compensation award (the Award). This Award Agreement relates to the stock option (the Original Option) previously granted to Grantee by the Company, evidenced by the Stock Option Agreement entered into by Grantee, Marcello Bottoli and the Company, effective April 19, 2004 (the Option Agreement). The Award (as defined in Section 1 of this Award Agreement) is granted under the Samsonite Corporation Amended and Restated FY 1999 Stock Option and Incentive Award Plan (the 1999 Plan) and shall be subject to all of the terms and conditions thereof.
Agreement (May 17th, 2005)
WHEREAS Mr. BOTTOLI and the COMPANY entered into a consulting agreement on 3 March 2004 regarding the rendering by Mr. BOTTOLI of regular consulting services to the COMPANY and its affiliated companies as designated from time to time (the Consulting Agreement);
SAMSONITE CORPORATION 11200 East 45th Avenue Denver, Colorado 80239 (May 17th, 2005)
With reference to your employment agreement with Samsonite Corporation (the Company) originally dated March 3, 2004, as amended on or about the date hereof (the Employment Agreement), and your separate management agreement with Samsonite Europe N.V., dated on or about the date hereof (the Management Agreement), this will confirm our understanding that, notwithstanding the terms of the Management Agreement, we shall cause Samsonite Europe N.V. not to terminate the Management Agreement unless and until the Employment Agreement is terminated. You agree that if the Employment Agreement is terminated, the Management Agreement shall be terminated at the same time, provided that, notwithstanding such termination of the Management Agreement and your duties thereunder, a pro rata portion of the Management Fee, on a monthly (pro rated based on the annual Management Fee) basis, as provided in Article 3.1 of the Management Agreement, shall continue to be paid to you until the Non-compete Period s
Management Agreement (May 17th, 2005)
represented for the purpose of the present agreement (the Agreement) by Mr. Richard H. Wiley, director, and Mr. Marc Matton, director.
Amendment No. 1 to Stock Option Agreement (May 17th, 2005)
This Amendment No.1 to Stock Option Agreement (the Agreement) is made and effective as of March 17, 2005 (the Effective Date) by and among Samsonite Corporation, a Delaware corporation (the Company), Marcello Bottoli (the CEO), and Stonebridge Development Limited, a corporation organized under the laws of the British Virgin Islands (the Grantee).
Samsonite – Amended and Restated Employment Agreement (May 17th, 2005)
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) is made as of May 11, 2005 between Samsonite Corporation, a Delaware corporation (the Company), and Marcello Bottoli (Executive).
THIS AGREEMENT (This "Agreement") Is Entered Into as of 27 January 2005 (The "Effective Date") BETWEEN: (April 29th, 2005)
Tom Korbas 11 Medbury Road N. Attleboro, Mass. 02760 Dear Tom: (April 15th, 2005)
This letter agreement will serve to memorialize our discussions with respect to severance arrangements in the event your employment with Samsonite Corporation (Samsonite) is terminated.
Samsonite Corporation Employment Agreement (April 26th, 2004)
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of March 2, 2004, between Samsonite Corporation, a Delaware corporation (the "Company"), and Marcello Bottoli ("Executive").