[TUMI LETTERHEAD]

It is with great pleasure that I extend our offer of employment to you as Executive Vice President and General Counsel of Tumi Holdings, Inc. (“Tumi” or the “Company”). We are confident that you will be a great fit with Tumi, and that this position will provide you with an excellent opportunity for personal and professional growth.

As Executive Vice President and General Counsel, reporting to me, you (the “Executive”) will be responsible to carry out the following duties, among others assigned to you by the Company and its Board of Directors:

You will receive $15,000 bi-weekly, which is equivalent to $390,000 per year. We will formally review your performance on an annual basis in order to evaluate progress toward your individual and our overall Company goals. Based on your review, salary adjustments will be considered. Any salary increases will be prorated for your period of service.

In addition, if the company achieves its key performance goals, you will have the opportunity to earn an annual bonus of up to 40% of your base salary based on Company and individual performance. A maximum bonus payout reflects outstanding performance by the Company and exceptional achievement of individual goals. Any payout will be pro-rated for your period of service. You must be employed with Tumi on the date of the bonus payout to be eligible to receive any portion of your bonus for the previous year. Typically, bonus payouts are made in March. Your bonus eligibility will not apply to calendar year 2013 performance but will be effective based on 2014 Company and individual performance.

You will also receive an automobile allowance of $1,000 per month.

You will be eligible to accrue 22 days of paid time off on a pro-rated basis over the course of each calendar year at the rate of 1.833 days per month beginning in 2014. For the remainder of 2013, you will be eligible to accrue 2 days. The Employee Handbook outlines the PTO policy in its entirety. In addition, Tumi offers 11 paid holidays per year.

 

You may elect to be enrolled in our medical, dental, and life insurance programs. We offer long term disability insurance at no cost to you. You may purchase supplemental life insurance and participate in our discount vision program. We also offer a Flexible Benefit Account for health and dependent care. In addition, you will be eligible for Tumi’s executive level LTD and STD supplemental benefits and term life insurance at no cost to you. Should you have any questions regarding coverage, please feel free to contact Tracy Mazza at our New Jersey office. Your coverage will commence the first of the month following your first thirty days of service.

You will be eligible to participate in the Tumi Profit Sharing/401(k) Plan after completion of 6 months of service. You can contribute up to 60% of your salary subject to maximums established by the government. Contribution deferral amounts are pre-tax dollars, thereby reducing your taxable income. Tumi will match 100% of your elective contributions up to the first 3% of eligible compensation and 50% of your elective contributions on the next 2% of eligible compensation; the maximum company match is 4%. In addition to this 401(k) program, Tumi also has a Profit Sharing program under which the Company may make additional discretionary profit sharing contributions once you are eligible. Historically, profit sharing contributions have been in the range of 0 - 3% of base salary.

You will be eligible to receive an equity grant in the form of stock options granted under the Tumi Holdings, Inc. 2012 Long-Term Incentive Plan (the “Plan”), which have a grant date value of $500,000, determined using the accounting criteria used to determine the accounting charge for the option grant (Black Scholes method) based upon the fair market value of Tumi Holdings, Inc. stock as quoted on the NYSE which, for this purpose, is the closing price on the first date of your employment (the “Closing Price”). The strike price for shares of Tumi Holdings, Inc. stock that you may purchase under such stock options will be the Closing Price. Your stock options will vest in accordance with, and otherwise be subject to the terms and conditions of, the Plan and a Stock Option Agreement between you and Tumi Holdings, Inc.

The Employment Period shall continue until a "Separation", which shall mean the date of the occurrence of any of the following events: (i) Executive's resignation, death or disability or (ii) termination of the Employment Period at any time, with or without Cause, as hereinafter defined.

In the event that the Company terminates Executive's employment without Cause, the Company shall continue to pay to Executive (consistent with past payroll practices) Executive's Base Salary for a period of twelve (12) months, plus any eligible bonus due for period of employment; provided, however, that Executive has executed and delivered to the Company a General Release, in form and substance substantially similar to Exhibit A attached hereto. In addition, in the event that the Company terminates Executive's employment without Cause, the Company shall pay the premiums for a period of six (6) months for the Executive's continuing medical/hospitalization insurance provided under the Company's medical/hospitalization insurance plan pursuant to the federal legislation known as "COBRA", on the same basis as the Company paid such premiums prior to the Separation; provided, however, that Executive shall make a COBRA election in accordance with the said plan, the Company continues to provide coverage under the plan to the Company's employees generally, and Executive otherwise continues to be eligible for continuation coverage under the said plan pursuant to COBRA and the terms of the plan.

In the event Executive ceases to be employed by the Company for any reason other than a termination by the Company without Cause, Executive shall only be entitled to receive Executive's Base Salary through the date on which the Employment Period terminates, and Executive shall not be entitled to any other salary, compensation or benefits from the Company.

Except as otherwise expressly provided herein, all of Executive's rights to salary, bonuses, fringe benefits and other compensation hereunder which accrue or become payable after the termination of the Employment Period shall cease upon such termination (other than those expressly required under applicable law, such as COBRA). The Company may offset any amounts Executive owes the Company against any amounts the Company owes Executive.

For purposes of this Agreement, "Cause" shall mean: (i) the commission of a felony or a crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Company (and/or to the Company's parent and any subsidiaries and affiliated companies of the Company) or any of its or their customers or suppliers; (ii) conduct tending to bring the Company (and/or to the Company's parent and any subsidiaries and affiliated companies of the Company) into substantial public disgrace or disrepute; (iii) substantial and repeated failure to perform the duties of the office held by Executive as reasonably directed by the Board; (iv) gross negligence or willful misconduct with respect to the

Company (and/or to the Company's parent and any subsidiaries and affiliated companies of the Company); (v) any material breach of this Agreement by Executive that is not cured within 10 days after the Company delivers written notice of such breach to Executive.

8. Indemnification Agreement

On your start date, the Company and you will enter into an Indemnification Agreement in the standard form used for similarly situated executives.

I, (employee name), in consideration of and subject to the performance by Tumi Inc., a New Jersey corporation (together with its affiliates, the “Company”), of its material obligations under the Separation of Employment Agreement executed simultaneously herewith (the “Separation Agreement”), do hereby release and forever discharge as of the date hereof the Company and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and its direct or indirect owners (collectively, the “Released Parties”) to the extent provided below.

1.                                                                                                                                         I understand that any payments or benefits paid or granted to me under the Separation Agreement represent, in part, consideration for my signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in the Separation Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereinafter or breach this General Release.

2.                                                                                                                                         Except as provided in the 5^th sub-paragraph hereof, I knowingly and voluntarily release and forever discharge the Company and the other Released Parties from any and all claims, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date of this General Release) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1866, as amended; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or any other federal or state law which regulates or otherwise applies to employment, including the New Jersey Conscientious Protection Act, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

3.                                                                                                                                         I represent that I have made no assignment or transfer of any right, claim, demand, cause of action or other matter covered by the 3^rd paragraph hereof.

4.                                                                                                                    

                                                                                                                                            I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release.  I acknowledge and agree that my separation from employment with the Company shall not serve as the basis for any federal or state claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5.                                                                                                                                         In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied.  I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied.  I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Separation Agreement.  I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims.  I further agree that I am not aware of any pending charge or complaint of the type described in the 3^rd paragraph hereof as of the execution of this General Release.

6.                                                                                                                                         I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

7.                                                                                                                                         I agree that I will forfeit all amounts payable by the Company pursuant to the Separation Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or the other Released

Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees, and return all payments received by me pursuant to the Separation Agreement.

8.                                                                                                                                         I agree that this General Release is confidential and agree not to disclose any information regarding the terms of this General Release, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.

9.                                                                                                                    

                                                                                                                                            Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the National Association of Securities Dealers, Inc. (NASD), any other self-regulatory organization or governmental entity.

10.                                                                                                                                       I agree to reasonably cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding.  I understand and agree that my cooperation may include, but not be limited to, making myself available to the Company upon reasonable notice for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company pertinent information; and turning over to the Company all relevant documents which are or may come into my possession, all at times and on schedules that are reasonably consistent with my other permitted activities and commitments. I understand that in the event the Company asks for my cooperation in accordance with this provision, the Company will (i) reimburse me for reasonable travel expenses, including lodging and meals, upon my submission of receipts; and (ii) pay a per diem fee, in such amount as determined by the mutual agreement of me and the Company, for each day or partial day that I am providing such services.

11.                                                                                                                                       Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Separation Agreement.

12.                                                                                                                  

                                                                                                                                            Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

                                                                                                                       

                                                                                                                                            I AGREE THAT:

BY SIGNING THIS GENERAL RELEASE, I RAT:

1.         I HAVE READ IT CAREFULLY;

2.         I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED; TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963; THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

3.         I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

4.         I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND HAVE DONE SO, OR, AFTER CAREFUL READING AND CONSIDERATION; I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

5.         I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON (RELEVENT DATE), TO CONSIDER IT;

6.         I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

7.         I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

8.         I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

9.         I UNDERSTAND THAT ANY FACT, EVENT OR CIRCUMSTANCE OF WHICH I AM NOT NOW PRESENTLY AWARE AND WHICH I SUBSEQUENTLY BECOME AWARE OF, WHICH RELATES TO OR INVOLVES IN ANY MANNER, EITHER DIRECTLY OR INDIRECTLY, ANY ASPECT OF MY EMPLOYMENT AND CESSATION OF EMPLOYMENT, WILL NOT IN ANY MANNER EFFECT THE FINALITY AND ENFORCEABILITY OF THIS GENERAL RELEASE BY THE COMPANY.

DATE: ___________ __, ______  

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