STOCK OPTION AGREEMENT DATED MARCH 24, 1999


 Exhibit 10.52

 
  
 SAMSONITE CORPORATION

 






STOCK OPTION AGREEMENT

 
 
 
 
 
 
 
 This Agreement, dated as of March 24, 1999, is between
   SAMSONITE CORPORATION, a Delaware corporation (the "Company"), and
              
              
      (the "Employee").

 The stock options granted hereunder are awarded under
   the Company's FY 1995 Stock Option and Incentive Award Plan ("1995
   Plan") and are subject to the terms thereof.

 1. Grant. The Company confirms that the Employee
   has been granted, effective March 24, 1999 (the "Date of Grant"),
   the right to purchase (the "Options") from the Company an
   aggregate of 
              
             shares of
   the Company's common stock, par value $.01 per share ("Common
   Stock"). The Options constitute Nonqualified Stock Options.

 2. Exercise Price. The initial exercise price
   per share (the "Exercise Price") for the Options is
   $5.00.

 3. Non-transferability. The Options 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 the Employee's
   lifetime, the Options may be exercised only by the Employee.

 4. Term and Vesting. (a) The Options will remain
   outstanding (subject to vesting and exercisability) during a period of 10
   years from the Date of Grant (the "Option Term"). Twenty percent
   of the Options will vest on the first April 30th that is not less than 9
   months after the Date of Grant and an additional twenty percent of the
   Options shall vest on each April 30th thereafter until all the Options are
   fully vested, so long as the Employee is continually employed by the Company
   from the Date of Grant through each such vesting date. Except as provided in
   this Section 4 and Section 5, Options that have vested will remain
   exercisable in whole or in part until the expiration of the Option Term. The
   Employee has no rights as a stockholder of the Company with respect to any
   shares of Common Stock underlying the Options until the shares have been
   issued to the Employee upon the exercise of the Options.

 (b) If (1) the Employee's employment with the Company
   is terminated by the Company within one year after a Change of Control
   (defined below) and (2) such termination occurred for any reason other than
   for Cause (defined below), Disability (defined below) or death of the
   Employee or for the failure of the Employee to perform the Employee's duties
   at the level reasonably expected for the Employee's position and consistent
   with standards applied to the Employee prior to the Change of Control (any
   such termination, a "Change of Control Termination"), then all
   unvested Options and any other options to purchase the Company's securities
   granted to the Employee prior to the date hereof (which pursuant to the
   terms of such options could vest at the time of such Change of Control
   Termination) will automatically vest. All options that have vested prior to
   the occurrence of a Change of Control Termination and all Options that vest
   as a result of the Change of Control Termination will remain exercisable
   until the earlier to occur of (a) the 90th
 day following the date
 of such termination or (b) the expiration of the Option Term. For purposes of
   the preceding sentence, the terms "Cause" and
   "Disability" have the meanings set forth below, except that, with
   respect to any options granted to the Employee prior to the date hereof, the
   definitions of such terms contained in the stock option agreements
   evidencing such options will govern. For purposes of this Agreement, a
   "Change of Control" shall mean the occurrence of any of the
   following events: (1) any "person" (as such term is used in
   Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
   (the "Exchange Act")) or "group" (within the meaning of
   Rule 13d-1 under the Exchange Act), other than a Permitted Holder (as
   defined below), becomes the "beneficial owner" (as defined in Rule
   13d-3 under the Exchange Act), directly or indirectly, of securities of the
   Company representing 50% or more of the combined voting power of the then
   outstanding securities of the Company; (2) the stockholders of the Company
   approve an agreement for the sale or disposition by the Company, including a
   disposition by means of a merger, consolidation or similar transaction, of
   all or substantially all of the Company's assets, other than to a Permitted
   Holder; or (3) during any period of two consecutive years, individuals who
   at the beginning of such period constituted the Board of Directors of the
   Company (the "Board") (together with any new directors whose
   election by the Board was approved by a vote of a majority of the Company's
   directors then still in office who were either directors at the beginning of
   such period or whose election or nomination for election was previously so
   approved) cease for any reason to constitute a majority of the Board then in
   office. A transaction or series of transactions which give rise to more than
   one of the events described in clauses (1), (2) and (3) of the immediately
   preceding sentence shall be deemed to constitute only one Change of Control
   which shall be deemed to occur upon the occurrence of the first such event
   to occur. As used herein, "Permitted Holder" means and includes
   (x) Apollo Investment Fund, L.P. ("Apollo"), Artemis America
   Partnership ("Artemis"), any of the respective affiliates (as such
   term is defined in Rule 1-02 of Regulation S-X under the Securities Act of
   1933), and, so long as Apollo, Artemis or an affiliate of Apollo or Artemis
   controls the right to vote the securities in question, any partner,
   shareholder or trustee of any of them and (y) any corporation owned,
   directly or indirectly, by the stockholders of the Company in substantially
   the same proportions as their ownership of stock of the Company.

 5. Termination. (a) Cause. If the
   Employee is terminated from employment with the Company for Cause, then all the Options (whether
   vested or unvested) will automatically terminate and be canceled without any
   action on the part of the Company on the date that employment is terminated.
   For purposes of this Agreement, "Cause" means (1) the Employee's
   engaging in willful misconduct that is injurious to the Company, (2) the
   Employee's embezzlement or misappropriation of funds or property of the
   Company or the Employee's conviction of a felony or the entrance of a plea
   of guilty by the Employee to a felony or (3) the failure or refusal by the
   Employee to devote the Employee's full business time and attention to the
   performance of the Employee's duties and responsibilities in connection with
   the Employee's employment or any other breach by the Employee of the terms
   of the Employee's employment in any material respect. No act, or failure to
   act, on the Employee's part will be considered willful unless done, or
   omitted to be done, by the Employee not in good faith and without reasonable
   belief that the Employee's action or omission was in the best interest of
   the Company.

 

 (b) Disability. If the Employee is terminated
   from employment with the Company by reason of Disability, then all unvested
   Options will automatically terminate and be canceled without any action on
   the part of the Company on the effective date of termination. All Options
   that have vested prior to that date will remain exercisable until the
   earlier to occur of (1) the first anniversary of that date or (2) the
   expiration of the Option Term. For purposes of this Agreement,
   "Disability" means that the Board determines in good faith, based
   on medical evidence acceptable to it, that the Employee has become
   physically or mentally disabled or incapacitated for 90 days during any
   period of 180 consecutive days to the extent that the Employee is unable to
   perform the Employee's duties.

 (c) Death. If the Employee dies while employed
   by the Company, all unvested Options will automatically terminate and be
   canceled without any action on the part of the Company on the date of death.
   Following the Employee's death, the Employee's executors, administrators,
   legatees or distributees may exercise the Options that have vested prior to
   the date of death until the earlier to occur of (1) the first anniversary of
   that date or (2) the expiration of the Option Term.

 (d) Other Terminations. If the Employee's
   employment with the Company is terminated other than for a reason described
   in paragraph (a), (b) or (c) of this Section 5, then all unvested Options
   will automatically terminate and be canceled without any action on the part
   of the Company on the date of termination. All Options that have vested
   prior to that date will remain exercisable until the earlier to occur of (1)
   the 90th
 day following such date or (2) the expiration of the Option Term.

 (e) Extension After Certain Terminations. If the
   Employee's employment with the Company is terminated other than for a reason
   described in paragraph (a), (b) or (c) of this Section 5 and the Employee
   dies or becomes Disabled within 90 days after termination (said Disability
   being deemed to have occurred on the first day of the 90 days referenced in
   Section 5(b) above), then the Employee's executors, administrators, legatees
   or distributees may exercise the Options, to the extent vested and
   exercisable as of the date of termination, until the earlier to occur of (1)
   the first anniversary of the date of death or Disability or (2) the
   expiration of the Option Term.

 6. Adjustments. The exercise price and the
   number of shares purchasable upon exercise of the Options may be adjusted by
   the Compensation Committee of the Board in accordance with Section 5 of the
   1995 Plan upon the occurrence of certain corporate actions that may effect
   the Common Stock.

 7. Method of Exercise of Options. (a) The
   Options will be exercisable by notice (an "Exercise Notice") and
   payment to the Company in accordance with the procedure prescribed herein;
   provided, that the aggregate Exercise Price with respect to any one such
   exercise will not be less than $10,000, unless the exercise represents an
   exercise of all Options that are vested and exercisable as of the date of
   the exercise. If the Employee fails to accept delivery of and pay for all or
   any part of the number of shares specified in the Exercise Notice upon
   tender or delivery thereof, the Employee's right to exercise the Options
   with respect to the undelivered shares may be terminated in the sole
   discretion of the Company's Compensation Committee.

 

 (b) Each Exercise Notice will (1) state the number of
   shares in respect of which Options are being exercised, (2) be accompanied
   by payment as provided in paragraph (c) below and (3) be signed by the
   person or persons entitled to exercise the Options. If Options are being
   exercised by any person or persons other than the Employee, the Exercise
   Notice will be accompanied by proof, satisfactory to the Company and its
   counsel, of the right of the person or persons to exercise the
   Options.

 (c) Payment of the Exercise Price will be made by
   delivering to the Company any one or a combination of (1) a certified or
   bank cashier's check payable to the Company or its order or a wire transfer
   directly to an account specified by the Company, (2) one or more
   certificates evidencing shares of Common Stock owned by the Employee
   immediately prior to the exercise, together with a duly executed stock
   power, having an aggregate Fair Market Value (defined below) on the date on
   which the Exercise Notice is given equal to the aggregate Exercise Price or
   (3) a copy of irrevocable instructions to a registered broker/dealer to
   deliver promptly to the Company an amount of proceeds from the sale of
   shares of Common Stock to be issued pursuant to the Options being exercised
   or of a loan made with respect to shares of Common Stock to be issued
   pursuant to the Options being exercised sufficient, in either case, to pay
   the Exercise Price.

 (d) The certificate or certificates representing shares
   of Common Stock to be issued upon exercise of the Options will be registered
   in the name of the person or persons exercising the Options, or, if the
   Options are exercised by the Employee and the Employee so requests in the
   applicable Exercise Notice, in the name of the Employee and the Employee's
   spouse, jointly, with right of survivorship. The certificate or certificates
   will be delivered within 10 days after receipt of payment and compliance by
   the Employee; provided, that in the case of clause (3) of the first sentence
   of Section 7(c), the Company will not make delivery of the certificate or
   certificates until payment is actually received from the
   broker/dealer.

 (e) The Company will have no obligation to issue or
   deliver fractional shares of Common Stock upon exercise of the Options but
   may, in its sole discretion, elect to do so. In lieu of issuing any
   fractional share, the Company will pay to the person exercising the Options,
   promptly following exercise, an amount in cash equal to the Fair Market
   Value of the fraction of a share as of the date of exercise. "Fair
   Market Value" as of any date means (1) the closing sales price per
   share of Common Stock on the national securities exchange on which the stock
   is principally traded, on the next preceding date on which there was a sale
   of the stock on the exchange, (2) if the shares of Common Stock are not
   listed or admitted to trading on any exchange, the closing price as reported
   by the Nasdaq Stock Market for the last preceding date on which there was a
   sale of the stock on that market, (3) if the shares of Common Stock are not
   then listed on a national securities exchange or on the Nasdaq Stock Market,
   the average of the highest reported bid and lowest reported asked prices for
   the shares of Common Stock as reported by the National Association of
   Securities Dealers, Inc. Automated Quotations ("NASDAQ") system
   for the last preceding date on which the bid and asked prices were reported
   or (4) if the shares of Common Stock are not then listed on any securities
   exchange or prices therefor are not then quoted in the NASDAQ system, the
   value determined in good faith by the Company's Compensation
   Committee.

 

 8. Non-Competition and Confidentiality. (a)
   During employment with the Company and for one year after termination
   thereof, the Employee will not, directly or indirectly, as a principal,
   officer, director, employee or in any other capacity whatsoever, without
   prior written consent of the Company, engage in any activity with, or
   provide services to, any person or entity engaged in, or about to engage in,
   any business activity that is competitive with the business then engaged in
   by the Company, in any geographic area in which the Company's business is
   then conducted or has been conducted during the twelve months preceding the
   termination of the Employee's employment with the Company; provided that, if
   the scope of employment of the Employee during the twelve months preceding
   the termination of the Employee's employment with the Company related solely
   to business conducted by the Company in a specific geographic area or areas,
   then following such termination the scope of this non-compete provision
   shall be limited to the same geographic area or areas. The Employee may make
   or hold any investment in securities of a competitive business traded on a
   national securities exchange or traded in the over the counter market,
   provided the investment does not exceed 1% of the issued and outstanding
   stock of the competitive business. 

 (b) Unless otherwise required by law or judicial
   process, the Employee shall retain in the strictest confidence all
   confidential matters of the Company, including, without limitation,
   "know how", trade secrets, customer lists, pricing policies,
   operational methods, technical processes, formulae, inventions and research
   projects and other business affairs of the Company learned by the Employee
   heretofore or hereafter and shall not disclose them to anyone outside of the
   Company, either during or after the Employee's employment with the Company,
   except in the course of performing the Employee's duties as an employee of
   the Company or with the Company's express written consent; provided, that
   the Employee shall provide notice to the Company in advance of any
   disclosure required by law or judicial process in a timely manner to permit
   the Company to oppose such compelled disclosure.

 (c) The Employee agrees that, if any provision of
   paragraphs (a) or (b) of this Section is breached, monetary damages would be
   difficult, if not impossible, to calculate and that injunctive relief is the
   only appropriate remedy. If a breach of any provision of paragraphs (a) or
   (b) of this Section is alleged to have occurred, the Employee by his or her
   execution of this Agreement agrees to the entry of a temporary restraining
   order against him or her in regard to this Section until such time that a
   determination is made as to whether a breach has occurred. The Employee
   further agrees that, if a court of competent jurisdiction determines or if a
   stipulation is entered into that the Employee has breached any provision of
   paragraphs (a) or (b) of this Section, a permanent injunction shall issue
   prohibiting the Employee from any further breach thereof. The Employee
   agrees that the Company may refuse to allow the exercise of any otherwise
   vested Options in the event of an alleged breach by the Employee of any
   provision of paragraphs (a) or (b) of this Section, that these Options will
   be terminated and canceled upon determination of a breach and that the
   Company is not liable for the gain or loss by the Employee due to the
   increase or decrease of the fair market value of the Common Stock during any
   period in which the Company may have refused to accept exercise instructions
   pending final determination of the Employee's breach of this
   Agreement.

 

 9. No Right To Continued Employment. Nothing in
   this Agreement confers upon the Employee the right to continue in the employ
   of the Company, entitles the Employee to any right or benefit not set forth
   in this Agreement or interferes with or limits in any way the right of the
   Company to terminate the Employee's employment.

 10. Withholding Taxes. The Company may require
   the Employee (or such other person, if any, who has the right to exercise
   the Options) to pay to the Company in cash the amount of any federal, state,
   local and foreign income and other taxes that the Company may be required to
   withhold before delivering to the Employee (or the other person) a
   certificate or certificates representing shares of Common Stock. The
   Employee may elect to have Common Stock issuable upon the exercise of any
   Options, having a Fair Market Value on the day immediately preceding the
   date on which the certificates are delivered equal to the amount of the
   withholding obligation, be withheld by the Company in satisfaction of this
   obligation.

 11. Approval of Counsel. Any exercise of Options
   and the issuance and delivery of shares of Common Stock is subject to
   approval by the Company's counsel of all legal matters, including compliance
   with the requirements of the Securities Act of 1933, as amended
   (the"Securities Act"), and the Securities Exchange Act of 1934, as
   amended, the requirements of any stock exchange upon which the Common Stock
   may then be listed and any applicable state securities or "blue
   sky" laws.

 12. Certificates. The certificates evidencing
   the shares of Common Stock issued upon exercise of the Options will bear a
   legend (unless the Company requires otherwise) 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, OR UNLESS, IN THE
   OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT
   REQUIRED.

 
 13. Registration. The Company has filed a
   registration statement on Form S-8 registering the issuance of the Common
   Stock underlying the Options, including a "resale prospectus" as
   contemplated by Form S-8 to permit the public resale by the Employee, and
   will use its reasonable best efforts to maintain the effectiveness of this
   registration statement for so long as an effective registration statement is
   required for the public sale by the Employee of the Common Stock underlying
   the Options.

 

 14. Notices. All notices, demands and other
   communications with respect to this Agreement will be in writing and be
   deemed to have been duly given (1) when hand delivered, (2) when sent, if
   sent by overnight mail, overnight courier or facsimile transmission or (3)
   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 the Employee or other person or persons
   entitled to exercise the Options will be addressed to the Employee or the
   other person or persons at the then current address of the Employee
   contained in the employee payroll records of the Company. Anyone to whom a
   notice may be given under this Agreement may designate a new address by
   notice to that effect.

 15. Benefits. This Agreement will inure to the
   benefit of and be binding upon each successor and assign of the Company. All
   obligations imposed upon the Employee and all rights granted to the Company
   under this Agreement will be binding upon the Employee and, to the extent
   provided in this Agreement, the Employee's heirs, legal representatives and
   successors. No other person has any rights under this Agreement.

 16. Severability. If any one or more provisions
   of this Agreement is 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.

 17. Entire Agreement. This Agreement contains
   the entire understanding and agreement between the parties and supersedes
   all prior understandings and agreements between the parties respecting the
   subject matter of this Agreement. This Agreement may not be modified, waived
   or discharged unless agreed in writing signed by the parties. 

 18. Waiver. No waiver by either party of any
   breach by the other party of this Agreement will be deemed a waiver of
   similar or dissimilar breaches at the same, prior or subsequent
   time.

 19. Governing Law. This Agreement will be
   construed and governed in accordance with the laws of the State of New York,
   without regard to New York's conflicts of law principles.

 20. Time Periods. Any action required to be
   taken under this Agreement within a certain number of days must be taken
   within that number of calendar days; provided, that if the last day for
   taking an action falls on a weekend or a holiday, the period during which
   the action may be taken will be automatically extended to the next business
   day.

 

 21. Counterparts. This Agreement may be executed
   in counterparts. Each counterpart is deemed to be an original, but both
   together constitute one and the same instrument.

 22. Compliance. The Employee will abide by laws
   concerning insider trading and the policies and decisions of the Company's
   management in all matters concerning the Options.

 	SAMSONITE CORPORATION
	 
	By: 
 
	 

   
	Printed Name:  
 
	 
	Title: 
 
	 
	EMPLOYEE 
	 
	 
 
	 
	Printed Name: