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Exhibit 10.2
AMENDMENT NO. 2
TO
CHIEF EXECUTIVE OFFICER STOCKHOLDERS AGREEMENT
January 26, 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);
WHEREAS, the parties to the Agreement desire to make certain
amendments to the Agreement as further set forth herein;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1 .
Section 5(a) of the Agreement is amended in its
entirety to read as follows:
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5.
Put Option.
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(a)
Election . In the event that the CEO
is no longer employed by the Company or any of its Subsidiaries and
he was a Good Leaver, the CEO Purchase Vehicle and/or its Permitted
Transferees may elect during the period beginning on the third
anniversary of the CEO’s Termination Date and ending 30 days
later to give notice to the Company (a " Put Notice "), subject
to the Limitations, of its election to sell to the Company (and,
subject to the Limitations, the Company shall be required to
purchase) all of the CEO Purchase Vehicle’s and its Permitted
Transferee’s (i) New Preferred Shares held as of the date of
the Put Notice that the CEO Purchase Vehicle originally acquired
from the Company or its designee and (ii) shares of Common Stock
issued upon conversion of New Preferred Shares originally acquired
by the CEO Purchase Vehicle from the Company or its designee (such
shares, collectively, the " Put Shares ") pursuant to the
terms and conditions set forth in this Section 5 (the " Put
Option "). Upon receipt of a Put Notic
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