SAMSONITECORPORATION EXECUTIVEDEFERRED COMPENSATION AWARD AGREEMENT
Exhibit 10.3
SAMSONITE CORPORATION
EXECUTIVE DEFERRED COMPENSATION AWARD AGREEMENT
This Award Agreement, dated March 17, 2005, sets forth the terms and conditions of the grant to [see schedule] (Grantee) by Samsonite Corporation (the Company) of a deferred compensation award (the Award). This Award Agreement relates to (i) the cancellation, as of the date hereof, of the stock option (the Prior Option) previously granted to Grantee by the Company, evidenced by the Executive Stock Option Agreement entered into by Grantee and the Company, effective February 1, 2005 and (ii) the grant, as of the date hereof, of a stock option which shall have such terms and conditions as are set forth in the agreement evidencing such option (the New 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.
1. Grant of Award. The Company hereby grants to Grantee effective as of March 17, 2005 (the Award Grant Date), an Award in the amount of $[see schedule] (the Award Amount). The Award Amount has been calculated as the product of (i) (the number of shares of Stock subject to the Original Option as of the date of grant of the Original Option) multiplied by (ii) $0.14 (the difference between the per share Fair Market Value (as defined in the 1999 Plan) of the Stock (as defined in the 1999 Plan) as of the Award Grant Date $0.665 and the per share exercise price of the Prior Option $0.525). The Award Amount is subject to adjustment pursuant to Section 2 of this Award Agreement. In addition, for purposes of vesting in accordance with Section 3(b) hereof, the Award shall be divided into two equal partsthe Tier One Award and the Tier Two Award.
2. Adjustment to Award Amount. Under certain circumstances, the Award Amount is subject to downward adjustment. If, on the date of vesting of any portion of the Award, the per share Fair Market Value of the Stock is less than $0.665, the Award Amount shall be adjusted so as to be equal to the product of (i) the excess (if none, then this sub-clause (i) shall equal zero) of the per share Fair Market Value of the Stock on such vesting date over $0.525, multiplied by (ii) the number of shares of Stock subject to the Prior Option as of the date of grant of the Prior Option, which amount shall then be multiplied by the percentage of the Award to be paid pursuant to Section 3 of this Award Agreement.
3. Vesting of Award.
(a) Subject to paragraph (b) below, the Award shall vest in full on the earlier to occur of (i) a Change of Control (as defined in the 2005 Option Agreement) and (ii) September 25, 2013, in each case, provided Grantee is employed by the Company or one of its subsidiaries as of such event or date (each such date or event, a Vesting Event).
(b) In the event that, prior to the occurrence of a Vesting Event, Grantee is no longer employed by the Company or any of its subsidiaries as a result of (i) Grantees death or Permanent Disability (as defined in the Executive Stockholders Agreement, dated as of September 25, 2003, by and among (A) the Company, (B) ACOF Management, L.P., (C) Bain Capital (Europe) LLC, (D) Ontario Teachers Pension Plan Board and (E) each of the persons listed on Schedule I thereto (such agreement, the Executive Stockholders Agreement)) or (ii) Grantees termination without Cause (as defined in the 2005 Option Agreement), all or a portion of the Award shall become vested as of the effective date of such a termination of employment, according to the following schedule:
Tier One Award:
Termination prior to March 17, 2006 |
| 20 | % |
Termination on or after March 17, 2006 and prior to March 17, 2007 |
| 40 | % |
Termination on or after March 17, 2007 and prior to March 17, 2008 |
| 60 | % |
Termination on or after March 17, 2008 and prior to March 17, 2009 |
| 80 | % |
Termination on or after March 17, 2009 |
| 100 | % |
Tier Two Award:
Termination prior to March 17, 2007 |
| 0 | % |
Termination on or after March 17, 2007 and prior to March 17, 2008 |
| 25 | % |
Termination on or after March 17, 2008 and prior to March 17, 2009 |
| 50 | % |
Termination on or after March 17, 2009 and prior to March 17, 2010 |
| 75 | % |
Termination on or after March 17, 2010 |
| 100 | % |
Any portion of the Award that does not become vested in accordance with this Section 3(b) upon termination of Grantees employment with the Company and its subsidiaries shall be immediately forfeited and cancelled and Grantee shall have no further rights with respect to such cancelled portion of the Award.
4. Payment of Award. Grantee shall be entitled to receive payment in respect of any portion of the Award that becomes vested in accordance with Section 3 no later than one month following the date upon which such portion becomes vested.
5. Form of Payment. Payment of the vested portion of the Award shall be made in a lump sum, in cash or Stock or a combination of cash and Stock (the Payment), in the
2
discretion of the Company; provided, however, that any Payment shall include an amount of cash at least equal to the amount necessary to satisfy all income and employment tax obligations incurred by Grantee with respect to such Payment (the Tax Obligation). The amount of Grantees Tax Obligation shall be reasonably determined by the Company, provided that Grantee shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation applicable to individuals in the year such Payment is to be made and state and local income taxes at the highest marginal rate of taxation applicable to individuals in the state and locality of Grantees residence on the date such Payment is to be made. If any portion of the Payment is paid in Stock, the number of shares to be issued shall be calculated by dividing the dollar value of such portion of the Award by the Fair Market Value of a share of Stock on the relevant vesting date. Any fractional shares shall be paid in cash. Shares of Stock payable pursuant to the Award shall be issued under the 1999 Plan.
6. Executive Stockholders Agreement. As a condition to the grant of the Award, Grantee acknowledges that Grantee is a signatory party to the Executive Stockholders Agreement and is an Executive as defined therein. Grantee understands and acknowledges that the Executive Stockholders Agreement shall be fully applicable to all shares of Stock, if any, payable upon payment of the Award and that such shares of Stock, if any, will be considered Common Stock and Executive Securities as defined in said agreement.
7. Non-transferability. The Award 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 Grantees lifetime, payments with respect to the Award may be made only to Grantee.
8. Withholding. The Company shall have the right to withhold from any Payment otherwise due to Grantee amounts necessary to satisfy any applicable federal, state, local taxes or other withholding requirements that may be applicable to the Award, or to require Grantee to make other arrangements (which may include a payment to the Company in cash) with respect to the satisfaction of such withholding requirements.
9. Approval of Counsel. Any issuance and delivery of Stock hereunder is subject to approval by the Companys counsel of all legal matters, including compliance with the requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, the requirements of any stock exchange upon which the Stock may then be listed and any applicable foreign securities laws, state securities or blue sky laws.
10. Registration; Certificates. The Company may, but shall have no obligation under this Award Agreement to, register under the securities laws of any jurisdiction the shares of Stock issuable pursuant to the Award. Unless the Company determines otherwise in its discretion, certificates evidencing Payment of the Award in Stock will bear a legend 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,
3
OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.
11. Notices. All notices, demands and other communications with respect to this Award Agreement shall be in writing and be deemed to have been duly given (i) when hand delivered, (ii) when sent, if sent by overnight mail, overnight courier or facsimile transmission or (iii) when mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
Samsonite Corporation
11200 East Forty-Fifth Avenue
Denver, Colorado 80239-3018
Attention: Corporate Secretary
All notices to Grantee or another person or persons entitled to receive payment in respect of the Award shall be addressed to Grantee or such other person or persons at Grantees then current address contained in the employee payroll records of the Company or a Company subsidiary. Anyone to whom a notice may be given under this Award Agreement may designate a new address by notice to that effect.
12. Successors and Assigns. This Award Agreement shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed upon Grantee and all rights granted to the Company under this Award Agreement shall be binding upon Grantee and, to the extent provided in this Award Agreement, Grantees heirs, legal representatives and successors. No other person has any rights under this Award Agreement.
13. No Right to Continued Employment. Nothing in this Award Agreement confers upon Grantee the right to continue in the employ of the Company or any of its subsidiaries, entitles Grantee to any right or benefit not set forth in this Award Agreement or interferes with or limits in any way the right of the Company or a Company subsidiary to terminate Grantees employment.
14. Governing Law; Compliance with Law; Waivers. This Award Agreement will be construed and governed in accordance with the laws of the State of New York. Grantee agrees to abide by any laws concerning insider trading and the policies and decisions of the Companys management in all matters concerning the Award. No waiver by either party of any breach by the other party to this Award Agreement shall be deemed a waiver of similar or dissimilar breaches at the same, prior or subsequent time.
15. Severability; Counterparts. If any one or more provisions of this Award Agreement are 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. This Award Agreement may be executed in counterparts, each of which shall be deemed an original and both together shall constitute one and the same instrument.
4
IN WITNESS WHEREOF, the parties hereto have set their hands as of the date first hereabove written.
SAMSONITE CORPORATION | GRANTEE | |||
|
| |||
|
| |||
By: | /s/ Thomas J. LeBlanc |
|
|
|
| Thomas J. LeBlanc |
| ||
| Vice President, Human Resources |
| ||
5
Deferred Compensation Schedule
Executive Name |
| Award Amount |
| |
|
|
|
| |
Richard Wiley |
| $ | 840,000 |
|
Thomas Korbas |
| $ | 420,000 |
|
6