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Exhibit 10.43    
  


 
 

OVERALL AGREEMENT    
    
    BETWEEN SAMSONITE CORPORATION AND KARLHEINZ TRETTER    
    
    AMENDMENT #1    
  


        Effective February 1, 2001, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned parties hereby
amend that particular Overall Agreement dated February 1, 1998, by and between Samsonite Corporation and Karlheinz Tretter, as follows: 


	1.
	The
text of Section 1, Term, is deleted in its entirety and is replaced with the following: 




"This
Overall Agreement shall have a term (the "Term") beginning on the Effective Date and expiring on March 31, 2003 ("Expiration Date")." 




	2.
	In
Section 3, Compensation and Related Matters, the text of the last sentence in Subsection 3(a) is deleted in its entirety and
is replaced with the following: 




"Such
compensation (the "Base Compensation") shall be Euros 365,000 gross per annum, allocated in the same proportions as in Section 2.(c)." 




	3.
	In
Section 3, the complete item (b) Annual Adjustment is deleted in its entirety and is replaced with the following: 




Management Incentive Bonus. The Executive shall be eligible to receive an annual incentive bonus (the "Incentive Bonus") in respect of each fiscal year
of the Company that ends during the Term, starting with the fiscal year ending January 31, 2002. The Incentive Bonus in respect of each fiscal year that ends during the Term (each, a "Reference
Year") shall be calculated on the terms hereafter set forth in this Section 4 (d): 


"Bonus
Potential": This is the % of A.B.S. the Executive can get as an Incentive Bonus, based on achievements of EBITDA and Personal Objectives versus pre-set targets. 75% of the Bonus
Potential is attributed to EBITDA achievements (TARGET bonus) and 25% of this potential is attributed to achievement of personal objectives (PROJECT Bonus). 


"Kick-off
point": no Incentive Bonus can be earned if achievements are below 90% of the Original Business Plan (or amendments of same by the Board as explained below). At
"kick-off" point a bonus is earned of 12.5% of 75% of the A.B.S. (for EBITDA achievements) and 12.5% of 25% of the A.B.S. (for achievement of Personal Objectives). 


"Target
point": if 100% of the Original Business (or amendments of same by the Board as explained below) is achieved, then a bonus is earned of 50% of 75% of the A.B.S. (for EBITDA achievements) and
50% of 25% of the A.B.S. (for achievement of Personal Objectives). 


"Cap
point": if 120% of the Original Business Plan (or amendments of same by the Board) is achieved, then a bonus is earned of 75% of 75% of the A.B.S. (for EBITDA achievements) and 75% of 25% of the
A.B.S. (for achievement of Personal Objectives). For specific achievements between "kick-off" and "cap point", the corresponding bonus earning percentages will be extrapolated as shown on
the sample chart in exhibit. 


EBITDA
Targets and Personal Objectives will be set as follows: With respect to each Reference Year ending after January 31, 2001, on or before March 15 of each such year, the Board, in
consultation with the C.O.O. and the C.E.O., shall determine the "Annual EBITDA Target", the "Minimum EBITDA Target" and the "Maximum EBITDA Target" for the Reference Year then current.

 


Promptly
after such targets have been determined, the Company shall provide written notice thereof to the Executive. The Annual EBITDA Targets determined by the Board shall be reasonably achievable in
the good faith judgment of the Board, it being understood that the Maximum EBITDA Targets determined by the Board shall generally reflect a more aggressive, "stretch" budget, and the Minimum EBITDA
Targets determined by the Board shall generally reflect an improvement over actual EBITDA for the prior Reference Year. The Board shall have the right, acting unilaterally and in good faith, to adjust
the Annual EBITDA Target, the Minimum EBITDA Target and the Maximum EBITDA Target upon the occurrence of any acquisition, disposition or other significant event that occurs after such targets have
been determined. For purposes of this Section 4 (d), "EBITDA" shall mean, for any period, the Company's consolidated earnings (excluding extraordinary gains and losses and gains or losses from
the sale of fixed assets outside of the ordinary course of business) from continuing operations before interest and taxes for such periods but after depreciation and EBITDA shall be determined on the
same basis of the Annual EBITDA Target, the Minimum EBITDA Target and the Maximum EBITDA Target. 


Notwithstanding
the foregoing, EBITDA for any reference year shall be equitably adjusted by the Board (solely for the purposes of Section 4 (d) (i) to the extent that the Company's
business was not conducted in the ordinary course in accordance with past practices. 


The
"Project Bonus" shall be payable to the Executive to the extent that the Board determines that the Executive has satisfactorily completed certain projects (the "Annual Projects" or "Personal
Objectives") established by the Board with respect to the Reference Year in accordance with this subparagraph. The Company shall establish Annual Projects for each fiscal year during the Term and
shall provide the Executive with a written notice of such Annual Projects, which shall describe such Annual Projects in reasonable detail. The Annual Project of each Reference Year ending after
January 31, 2001 shall be established on or before March 15 of such year. The Annual Projects for each such fiscal year shall be developed by the Board in consultation with the
Executive, and shall, in the good faith judgment of the Board, be reasonable achievable. The Executive acknowledges that the Annual Projects established by the Board may not be measured by financial
results or other quantifiable standards and may depend on subjective judgments by the Board, and the Executive agrees that the determination of the Board as to the extent to which such Annual Projects
have been satisfactorily completed shall be conclusive for all purposes, provided that such determination shall be made in good faith. 


Each
Incentive Bonus (including the Target Bonus and the Project Bonus) shall be paid not more than 30 days after a determination by the Board that an applicable performance goals have been
met, and such determination shall be made not later than 10 days following the filing of a Form 10-K for the Company, of if the Company is not required to file a
Form 10-K, not later than 10 days following the date upon which the Company's audited financial statements first become available. 




	3.
	To
correct clerical errors, the cross-reference in Section 5(d) to "Article 12.4 of the German Contract" is corrected to read "Article 12(h)(ii) of the
German Contract", and the reference in Section 5(e) to "Article 12.6.1(a) of the German Contract" is corrected to read "Article 12(h) of the German Contract." 


 



	4.
	In
section 5 (e) the amounts have been changed to now read as follows: 



The
Overall Indemnity referred to above in Article 12.6.1 (a) of the German Contract shall be equal to the lesser of: 


	(i)
	the
excess of 500,000 EURO over the amount payable by Samsonite GmbH under article 13 of the German Contract.



	(ii)
	the
excess of the amount of the Executive's Base Compensation which would have been paid to the Executive pursuant to this Overall Agreement from the
date of termination of the German Contract through the Expiration Date, over the amount payable by Samsonite GmbH under article 13 of the German Contract. 





	5.
	Since
the Company is, by virtue of this Amendment #1, extending the Term of the Overall Agreement upon the same or substantially similar terms and conditions for a period of greater
than one year beyond the original Expiration Date, Section 5(f) is no longer applicable and is deleted in its entirety to be replaced by the words: "Intentionally Left Blank." 



        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment #1 as of the date first above written. 


[Signature
page to Amendment #1 to Executive Management Agreement between Samsonite Corporation and Karlheinz Tretter dated February 1, 1998.] 



	SAMSONITE CORPORATION	 	KARLHEINZ TRETTER
	

Signature:	
 	

/s/  LUC VAN NEVEL      
	
 	

Signature:	
 	

/s/  KARLHEINZ TRETTER      

	Print Name:	 	Luc Van Nevel
	 	 	 	 
	

Title:	
 	

C.E.O
	
 	

 	
 	

 














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Exhibit 10.43

OVERALL AGREEMENT BETWEEN SAMSONITE CORPORATION AND KARLHEINZ TRETTER AMENDMENT #1