Sample Business Contracts

Consulting Agreement - Samsonite Europe NV and Luc Van Nevel

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                             AMENDED AND RESTATED
                             CONSULTING AGREEMENT

This Agreement is made effective between the parties as of the 1st day of
February, 1998, by and between

SAMSONITE EUROPE NV, a corporation organized and existing under the laws of
Belgium, having its registered office at Westerring 17, 9700 Qudenaarde,
Belgium, hereby represented by Messrs. Thomas R. Sandler  and Karlheinz Tretter,
(hereinafter referred to as "Company")


Mr. Luc VAN NEVEL, residing at 9700 Qudenaarde, Berchenweg 129, (hereinafter
referred to as "Consultant").


Effective January 1, 1990, Consultant entered into a Consulting Agreement with
the Company, such Consulting Agreement having been amended on January 1, 1992
(as so amended, the "Original Agreement").

The parties now wish to amend and restate the Original Agreement as set forth

                           Amendment and Restatement

Accordingly, it is agreed that the Original Agreement is amended and restated in
its entirety as follows:

          1.  The Company hereby retains Consultant to render regular consulting
          services to the Company and such of its affiliated companies as the
          Company may designate from time to time.

          It is understood that it is an essential feature of this Agreement
          that the Consultant shall, during the term of this Agreement, be
          entrusted with the overall day to day management of the Company,
          accountable only to the Company's Board of Directors in a lawful,
          diligent and proper manner.

          2.  The Consultant hereby accepts such retention and agrees that he
          will serve the Company and its affiliates in their business to the
          best of his ability and perform services and duties as shall be
          reasonably assigned to, and requested of, him by the Company.

          3.  It is understood between the parties that the Consultant shall
          carry on his activities for the Company on a strictly independent and
          self-employed basis. Any guidelines which the Company may give with
          respect to the exercise of the functions of the Consultant can
          therefore not be construed as instructions or the exercise of
          authority or supervision on the part of the Company.

          The Consultant shall be solely responsible for his good legal
          standing, social security status and tax status under the laws of the
          applicable jurisdiction. The Consultant shall participant in the Group
          Insurance-Pension Plan of Samsonite Europe N.V. as described in the
          Plan dated April 2, 1996.

          4.  During the term of this Agreement, Consultant shall be paid a
          minimum annual consultancy fee equal to BF 9,000,000 (nine million
          Belgian francs). Monthly advances may be agreed upon. Payment of such
          compensation may be effected by the Company and/or by the various
          affiliated companies to which services shall be rendered.

          5.  (a)  Consultant will not disclose or furnish to any person, firm
          or corporation any confidential or secret information obtained by him
          during the period of his service hereunder relating to the Company or
          its business, customers, financial statements, conditions or

              (b)  Consultant will at the time of the termination of this
          service, deliver to the Company any documents, personal annotations
          and other property, belonging to or relating to the business of the
          Company or its affiliates which may be in his possession, or directly
          or indirectly under his control.

          6.  This Agreement shall commence on the date first above written and
          shall remain in force until termination by either party, subject to
          the following notice periods:


          (a) if the Agreement is terminated by the Consultant : six months or
          less or zero (at the sole discretion of the Company).

          (b) if the Agreement is terminated by the Company : a notice period
          calculated in accordance with the following formula:

          P'[(0.89xS)% (0.08xA)% (0.0013 x R x i1)] - 2.0


          P  = notice period in number of months.

          R =  total minimum consultancy fee in Belgian francs corresponding to
               the amount stated in point 4, and paid to the Consultant during
               the year immediately preceding the giving of notice, divided by

          i2 = Belgian consumer price index effective during the month during
               which notice is given.

          i1 = formula factor fixed at 125.30 (basis 100=1988).

          S =  the number of years which have elapsed since August 1975 and the
               date on which notice is given. S is expressed in years and
               fractions of years, whereby the fractions are converted as

               1 month    = 0.08
               2 months   = 0.16
               3 months   = 0.25
               4 months   = 0.33
               5 months   = 0.42
               6 months   = 0.50
               7 months   = 0.58
               8 months   = 0.67
               9 months   = 0.75
               10 months  = 0.83
               11 months  = 0.91
               12 months  = 1

          A =  the age of the Consultant at the time notice is given. A is
               expressed in years and fractions of years, calculated in the same
               way as for S.


          In the event a party giving notice fails to observe or insufficiently
          observes the above notice periods, it shall pay the other party upon
          termination of this Agreement liquidated damages equal to the amount
          of the aggregate of Consultancy fees to which the Consultant would
          have been entitled to, had such notice period been fully observed.

               (c)  Notwithstanding the provisions of Section 6(a) hereof, the
          Agreement shall be deemed to have been terminated by the Company if
          the Executive Management Agreement dated as of February 1, 1998 (the
          "Executive Management Agreement"), by and between Samsonite
          Corporation and the Consultant shall be terminated by Samsonite
          Corporation without Cause (as defined in the Executive Management
          Agreement) or by the Consultant for Good Reason (as defined in the
          Executive Management Agreement) or by the Consultant for Good Reason
          (as defined in the Executive Management Agreement). Notwithstanding
          the provisions of Section 6(b) hereof, no notice need be given by the
          Company if the Agreement is terminated by the Company for Cause. For
          purposes of this Agreement, the Company shall have "Cause" to
          terminate the Agreement upon (A) the engaging by the Consultant in
          willful misconduct that is materially injurious to the Company, (B)
          the embezzlement or misappropriation of funds or property of the
          Company by the Consultant or the conviction of the Consultant of a
          felony or the entrance of a plea of guilty by the Consultant to a
          felony, (C) the termination of the Executive Management Agreement
          other than by Samsonite Corporation without Cause (as defined in the
          Executive Management Agreement) or by the Consultant for Good Reason
          (as defined in the Executive Management Agreement) or (D) the failure
          or refusal by the Consultant perform his duties and respon sibilities
          hereunder or any other breach by the Consultant of this Agreement in
          any material respect if such breach has not been cured by the
          Consultant within thirty (30) days after the Preliminary Notice (as
          defined below) has been given to the Consultant. For purposes of this
          paragraph, no act, or failure to act, on the Consultant's part shall
          be considered "willful" unless done, or omitted to be done, by him not
          in good faith and without reasonable belief that his action or
          omission was in the best interest of the Company. The Agreement shall
          not be deemed to have been terminated for Cause, unless the Company
          shall have given the Consultant (i) notice (the "Preliminary Notice")
          setting forth, in reasonable detail the facts and circumstances
          claimed to provide a basis for termination for Cause, (ii) a
          reasonable opportunity for the Consultant, together with his counsel,
          to be heard before the Board and (iii) a Notice of Termination stating
          that, in the good faith judgement of the Board, the Consultant was
          guilty of conduct set forth in clauses (A), (B) or (D) above, and
          specifying the particulars thereof in reasonable detail. Upon receipt
          of the Preliminary Notice, the Consultant shall have thirty (30) days
          in which to appear before


          the Board with counsel, or take such other action as he may deem
          appropriate, and such thirty (30) day period is hereby agreed to as a
          reasonable opportunity for the Consultant to be heard.

          7.  This Agreement shall be binding upon and inure to the benefit of
          any successor to the Company.

          8.  This Agreement (a) contains the complete and entire understanding
          and agreement of the parties hereto respecting the subject matter
          hereof, (b) supersedes and cancels any and all understandings, or
          agreements, oral or written, respecting the subject matter hereof,
          including the Original Agreement, and (c) may not be modified except
          by an instrument in writing executed both by the Company and

          9.  This Agreement shall be governed by and construed in accordance
          with the laws of Belgium.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
          date first above written.

Luc VAN NEVEL                                    SAMSONITE N.V.

                                                 By: /s/ Thomas R. Sandler
-------------                                       ----------------------
                                                    Thomas R. Sandler

                                                    /s/ Karlheinz Tretter
                                                    Karlheinz Tretter