Registration Rights Agreement - Samsonite Corp. and Richard R. Nicolosi
REGISTRATION RIGHTS AGREEMENT
AGREEMENT made as of this 15th day of May, 1996, by and between
SAMSONITE CORPORATION, a Delaware corporation (the "Company"), and RICHARD R.
NICOLOSI (the "Executive").
W I T N E S S E T H :
WHEREAS, in connection with the employment of the Executive pursuant
to the Employment Agreement (the "Employment Agreement"), dated as of the date
hereof, by and between the Company and the Executive, the Executive desires to
obtain registration rights with respect to certain shares of common stock, par
value $0.01 per share ("Common Stock"), of the Company.
WHEREAS, the Company desires to establish the terms and conditions of
such registration rights.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein and in the Employment Agreement and other good and valuable
consideration, the Company and the Executive hereby agree as follows:
1. DEMAND AND PIGGYBACK REGISTRATIONS. The Company and the Executive
agree that, subject to the next succeeding sentence, the Executive shall have
the same registration rights, and shall be subject to the same obligations and
limitations in the exercise of such rights, as are provided to the "Holders" who
have complied with the provisions of the Astrum International Corp. Registration
Rights Agreement (the "Old Registration Rights Agreement"), dated as of June 1,
1993 (regardless of whether the Old Registration Rights Agreement remains in
effect), with respect to any shares of Common Stock purchased by the Executive
in the public markets or otherwise within 90 days after the date hereof
(collectively, the "Registrable Shares"), PROVIDED that notwithstanding Section
3(b) of the Old Registration Rights Agreement, the Company shall be required to
provide, subject to the other terms and provisions of the Old Registration
Rights Agreement, up to two Demand Registrations (as defined in the Old
Registration Rights Agreement) upon the request of the Executive with respect to
the Registrable Shares regardless of any requests made by
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the Holders under the Old Registration Rights Agreement. Notwithstanding the
foregoing, the Executive shall not be entitled to have the Registrable Shares
so registered pursuant to this Section 1:
(a) in the case of both Demand and Piggyback Registrations (as defined
in the Old Registration Rights Agreement), prior to the earlier of (i) the
90th day after the second anniversary of the date of this Agreement or (ii)
180 days after the first underwritten primary offering of Common Stock to
occur after the date of this Agreement, PROVIDED that if the Executive's
employment is terminated by the Company for Cause (as defined in the
Employment Agreement) or by the Executive other than for Good Reason (as
defined in the Employment Agreement), (1) the Executive shall not be
entitled to have the Registrable Shares registered in any Piggyback
Registration prior to the earlier to occur of (x) the first anniversary of
the Date of Termination (as defined in the Employment Agreement) or (y) 180
days after the first underwritten primary offering of Common Stock to occur
after the date of this Agreement and (2) the Executive shall not be
entitled to any Demand Registrations;
(b) unless, in the case of the second of such two Demand
Registrations, the Executive pays all the out-of-pocket and incremental
costs incurred by the Company and the Executive in connection with such
Demand Registration;
(c) unless, in the case of any Demand Registration, the aggregate Fair
Market Value (as defined in the Stock Option Agreement, dated as of the
date hereof, by and between the Executive and the Company) of the
Registrable Shares requested to be registered shall be at least $1 million
as of the date of the Executive's request for registration; and
(d) in the case of both Demand and Piggyback Registrations, to the
extent that registration is not then required, in the opinion of counsel to
the Company experienced in securities laws matters, for the public sale by
the Executive of the Registrable Shares requested to be so registered.
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2. REGISTRATION. Not later than the first anniversary of the date of
this Agreement, the Company shall file a registration statement on Form S-8 (or
any successor form for the registration under the Securities Act of securities
to be offered pursuant to employee benefit plans) registering the Restricted
Shares (as defined in the Employment Agreement) under the Securities Act,
subject to then applicable rules and regulations, in order to permit the public
resale thereof by the Executive. This Section 2 shall apply only to the extent
that an effective registration statement is then required for the public sale by
the Executive of the Restricted Shares.
3. HOLDBACK AGREEMENT. The Executive agrees not to offer for sale,
sell, contract to sell or otherwise dispose of any shares of Common Stock or any
securities that represent the right to receive shares of Common Stock during the
10 days prior to and the 180 days beginning on the effective date of any
underwritten primary or secondary offering of equity securities of the Company
(including, but not limited to, any underwritten Demand Registration or any
underwritten Piggyback Registration whether or not Registrable Shares are
included (except as part of such underwritten registration)) unless the
underwriters managing the offering otherwise agree, in each case to the extent
timely notified of such offering in writing by the Company or by the managing
underwriter or underwriters. The Company and the Executive agree that the
provisions of this Section 3 shall be enforceable by such underwriter(s) against
the Executive, it being understood that such underwriter(s) are intended third
party beneficiaries hereof and, if so requested by such underwriter(s), the
Executive agrees to execute and deliver to such underwriter(s) such agreements
and instruments, in form and substance reasonably satisfactory to such
underwriter(s), further evidencing such Holder's agreement not to sell such
securities during such period.
4. NOTICES. Notices, demands and all other communications provided
for in this agreement (together with the Old Registration Rights Agreement to
the extent that the terms thereof are incorporated herein, this "Agreement")
shall be writing and shall 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 regis-
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tered mail, return receipt requested, postage prepaid, addressed, as follows:
If to the Company:
Samsonite Corporation
11200 East Forty-Fifth Avenue
Denver, Colorado 80239-3018
Attention: Board of Directors
c/o Corporate Secretary
` (with a copy to the attention of General
Counsel at the same address)
If to the Executive:
Richard R. Nicolosi
4408 Intracoastal Drive
Highland Beach, Florida 33487
(in each case with a copy to Gregory A. Fernicola, Esq., at Skadden, Arps,
Slate, Meagher & Flom, 919 Third Avenue, New York, New York 10022 and Howard G.
Kristol, Esq., at Reboul, MacMurray, Hewitt, Maynard & Kristol, 45 Rockefeller
Plaza, New York, New York 10111) or to such other address as any party may have
furnished to the others in writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.
5. BENEFITS OF AGREEMENT. This Agreement shall inure to the benefit
of and be binding upon each successor and assign of the Company. All
obligations imposed upon the Executive and all rights granted to the Company
under this Agreement shall be binding upon the Executive. No other person shall
have any rights under this Agreement.
6. SEVERABILITY. In the event that any one or more provisions of
this Agreement shall be deemed to be illegal or unenforceable, such illegality
or unenforceability shall not affect the validity and enforceability of the
remaining legal and enforceable provisions herein, which shall be construed as
if such illegal or unenforceable provision or provisions had not been inserted.
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7. ENTIRE AGREEMENT. The parties hereto agree that this Agreement
contains the entire understanding and agreement between them with respect to the
subject matter hereof and that the provisions of this Agreement may not be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the parties hereto.
8. WAIVER. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
9. GOVERNING LAW. This Agreement shall be construed and governed in
accordance with the laws of the State of New York, without regard to the
conflicts of law principles thereof.
10. INCORPORATION BY REFERENCE. The incorporation herein of any
terms by reference to another document shall not be affected by the amendment,
modification or termination of any agreement set forth in such other document or
the invalidity of any provision thereof.
11. TIME PERIODS. Any action required to be taken under this
Agreement within a certain number of days shall be taken within that number of
calendar days; provided that if the last day for taking such action falls on a
weekend or a holiday, the period during which such action may be taken shall be
automatically extended to the next business day.
12. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original but both of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by an authorized officer and the Executive has hereunto set his hand
all as of the day, month and year first above written.
SAMSONITE CORPORATION
By: /s/ Robert H. Falk
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Name: Robert H. Falk
Title: Asst. Secretary
Executive:
/s/ Richard R. Nicolosi
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Richard R. Nicolosi
May 15, 1996
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