UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K/A

|ý                                                                |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|---------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------
|For the fiscal year ended January 31, 2007                      
|OR                                                              
|o                                                                |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                                to

Commission file number 0-23214

SAMSONITE CORPORATION(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction
of incorporation or organization)            |  | 36-3511556(I.R.S. employer
identification no.)
|--------------------------------------------------------------------------------- |  | ----------------------------------------------
|575 West Street, Suite 110,
Mansfield, MA(Address of principal executive offices) |  | 02048(Zip Code)                               

Registrant's
telephone number, including area code:(303) 373-2000

Securities
registered pursuant to Section 12(b) of the Act: None

Securities
registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per Share(Title of class)

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days.    Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in
Rule 12b-2 of the Act). See definition of "large filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. Large Accelerated
Filer o Accelerated Filer o Non-accelerated
Filer ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes o No ý

As of April 30, 2007, the registrant had outstanding 742,032,974 shares of Common Stock, par value $.01 per share. The aggregate market value of such Common Stock
held by non-affiliates of the registrant, based upon the closing sales price of the Common Stock on July 31, 2006, as reported on the OTC Bulletin Board was approximately
$65.6 million. Shares of Common Stock held by each officer and director and by each person who owns 10 percent or more of the outstanding voting stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Documents incorporated by reference:The Annual Report on Form 10-K filed on behalf of the Company on May 1, 2007
is incorporated by reference.



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INDEX

|PART III       |  |                                                                                                         
|-------------- |  | --------------------------------------------------------------------------------------------------------
|Item 10.       |  | Directors and Executive Officers of the Registrant; Audit Committee and Audit Committee Financial Expert
|Item 11.       |  | Executive Compensation                                                                                  
|Item 12.       |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters          
|Item 13.       |  | Certain Relationships and Related Transactions                                                          
|Item 14.       |  | Principal Accounting Fees and Services                                                                  
|PART IV        |  |                                                                                                         
|Item 15        |  | Exhibits                                                                                                
|Signature      |  |                                                                                                         
|Certifications |  |                                                                                                         

EXPLANATION FOR AMENDMENT

Samsonite
Corporation (the "Company") is filing this Form 10-K/A in order to amend its Annual Report on Form 10-K for the fiscal year ended January 31,
2007 (which was filed on May 1, 2007) (the "2007 Form 10-K") to set forth the information required by items 10, 11, 12, 13 and 14 under Part III of
Form 10-K, because a definitive proxy statement containing such information will not be filed within 120 days after the end of the fiscal year covered by the Company's
original Form 10-K filing. This Form 10-K/A amends Part III of the Company's original Form 10-K filing only, and all other portions of
the Company's original Form 10-K filing remain in effect.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

Directors of the Company

The
Company's directors and their ages as of April 30, 2007 are as follows:

|Name                        |  | Age |  | Position                                                   |  | Term Expires
|--------------------------- |  | --- |  | ---------------------------------------------------------- |  | ------------
|John M. Allan               |  | 58  |  | Non-executive Chairman                                     |  | 2007        
|Marcello Bottoli            |  | 45  |  | President, Chief Executive Officer and Director            |  | 2007        
|Richard H. Wiley            |  | 50  |  | Chief Financial Officer, Treasurer, Secretary and Director |  | 2007        
|Charles J. Philippin        |  | 57  |  | Non Executive Director                                     |  | 2007        
|Fernando Grimaldi Quartieri |  | 47  |  | Non Executive Director                                     |  | 2007        
|Antony P. Ressler           |  | 46  |  | Non Executive Director                                     |  | 2007        
|Lee Sienna                  |  | 55  |  | Non Executive Director                                     |  | 2007        
|Donald L. Triggs            |  | 63  |  | Non Executive Director                                     |  | 2007        
|Richard T. Warner           |  | 48  |  | Non Executive Director                                     |  | 2007        

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John M. Allan.Mr. Allan became a director of Samsonite in January 2007, and was
appointed Chairman of the Board in May 2007. Mr. Allan is a member of the Board of Management of Deutsche Post World Net and is Chief Executive of DHL's logistics
business, comprised of DHL Exel Supply Chain, DHL Freight and DHL Global Forwarding. His appointment followed the acquisition by Deutsche Post World Net of Exel plc in December 2005. In
September 1994, Mr. Allan joined Ocean Group plc, as Chief Executive from BET. In May 2000 Ocean Group and Exel (formerly NFC) merged to form Exel plc, and he was appointed Chief
Executive Officer. Mr. Allan started his business career in marketing with Lever Brothers, moving on to Bristol-Meyers and Fine Fare. He joined BET in 1985 and was appointed to the board in
1987, with specific responsibilities as Director of Business Services (Europe) and Group Marketing Director. Mr. Allan is a non-executive director of National Grid plc.

Marcello Bottoli.Mr. Bottoli was appointed President and Chief Executive Officer in
March 2004 and was appointed as a director of Samsonite in September 2005. From 2001 to 2002 Mr. Bottoli, was Chairman of the Board and Chief Executive Officer of Louis Vuitton,
part of the LVMH group, a luxury consumer products company. From 1991 to 2001 he held several management roles at the Reckitt Benckiser Group (previously Benckiser), a global consumer products
company. At Reckitt Benckiser, Mr. Bottoli worked in various positions in Spain, France, the Netherlands and the United Kingdom and became a Management Board member and Executive Vice President
of Reckitt Benckiser as of 1993. He began his career with Procter & Gamble, in France and the United States, and prior to joining the Reckitt Benckiser Group, spent two years with The Boston
Consulting Group, a diverse global business consulting firm, in the firm's Paris and Milan offices.

Richard H. Wiley.Mr. Wiley became a director of Samsonite in May 2007.
Mr. Wiley has been Chief Financial Officer, Treasurer and Secretary of Samsonite since March 1998. From 1995 to 1998, Mr. Wiley was Corporate Vice President of Finance, Chief
Financial Officer of the Americas division of Samsonite and Assistant Treasurer. Prior to joining Samsonite, from 1994 to 1995, Mr. Wiley was an audit and consulting senior manager with BDO
Seidman, an international public accounting firm. From 1982 to 1994, Mr. Wiley was a senior manager with KPMG LLP, working in the audit and consulting areas.

Charles J. Philippin.Mr. Philippin became a director of Samsonite in October 2003.
Mr. Philippin has been a principal with GarMark Advisors, a mezzanine investment fund, since 2002. From 2000 to 2002, Mr. Philippin was Chief Executive Officer of Online Retail Partners,
an internet incubator company. From 1994 to 2000, Mr. Philippin held several positions with Investcorp, a global investment group, including serving as a member of its management committee, and
was responsible for post acquisition monitoring and performance improvement for the firm's U.S. portfolio. From 1974 to 1994, Mr. Philippin was with the public accounting firm of
Coopers & Lybrand (now PricewaterhouseCoopers), and was a partner of the firm from 1982. Mr. Philippin serves on the boards and audit and
compensation committees of CSK Auto Corporation and on the board and audit committee of Alliance Laundry Systems.

Ferdinando Grimaldi Quartieri.Mr. Grimaldi became a director of Samsonite in
October 2003. Since 2002, Mr. Grimaldi has been a Managing Director of Bain Capital, Ltd., a private investment firm based in London. Prior to joining Bain Capital,
Mr. Grimaldi was responsible for private equity investments at Investcorp International Limited for six years and was a member of the firm's management committee from 1999 until 2002.

Antony P. Ressler.Mr. Ressler became a director of Samsonite in July 2003.
Mr. Ressler is a founding member of Ares Management LLC and functions as a Senior Partner in the Ares Private Equity Group and as a Senior Advisor to the Ares Capital Markets Group.
Mr. Ressler also serves on the Investment Committee for all Ares funds. Prior to Ares, Mr. Ressler was a co-founder of Apollo Management, L.P. in 1990 and was a member of the
original six-member management team. Prior to 1990, Mr. Ressler served as a Senior Vice President in the High Yield Bond Department of Drexel

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Burnham
Lambert Incorporated, with responsibility for the New Issue/Syndicate Desk. Mr. Ressler serves on the board of directors of WCA Waste Corporation and on the boards of directors of
several private companies. Mr. Ressler also serves on the boards of directors of the Alliance for College Ready Public Schools and the Los Angeles County Museum of Art, as well as the board of
directors of the Center for Early Education. Mr. Ressler is also one of the founding members of the board of directors of the Painted Turtle Camp, created to serve children dealing with chronic
and life threatening illnesses by creating memorable, old-fashioned camping experiences. Mr. Ressler received his BSFS from Georgetown University's School of Foreign Service and
received his MBA from Columbia University's Graduate School of Business.

Lee Sienna.Mr. Sienna became a director of Samsonite in October 2003.
Mr. Sienna has been Vice President of the private equity group of Ontario Teachers' Pension Plan Board since 2002. From 1998 to 2002, Mr. Sienna was a partner at Calcap Corporate Finance
Limited, a consulting firm specialising in mergers and acquisitions. From 1995 to 1998, Mr. Sienna was Vice President, Corporate Development at Dairyworld Foods. Prior to 1995,
Mr. Sienna held various positions in management and corporate development for companies in the beverage, food and entertainment industries.

Donald L. Triggs.Mr. Triggs became a director of Samsonite in October 2003. Since
June 2006 Mr. Triggs has been the President of Arise Ventures Ltd., a private investment company based in Ontario Canada. From 1993 to 2006 Mr. Triggs was the President,
Chief Executive Officer and a Director of Vincor International Inc. a global wine producer, retailer and distributor based in Ontario Canada with wineries in Ontario and British Columbia in
Canada, Washington State, California, Australia and New Zealand. In August 1989 Mr. Triggs became Chairman, Chief Executive Officer and a Director of Cartier Wines & Beverage
Corporation, which became Vincor International in 1992 as a result of a merger.

Richard T. Warner.Mr. Warner became a director of Samsonite in October 2003. Since
2006, Mr. Warner has been a principal at GarMark Advisors, an investment firm focused on providing junior capital, equity and mezzanine financing to middle market companies. Since 2004,
Mr. Warner has been a founding partner of Hemisphere One, a global investment firm focused on investing in lifestyle brands. From 1994 to 2003, Mr. Warner served in several senior
capacities at Investcorp, a global investment group. From 1999 to 2002 he was head of Investcorp's European business, responsible for the firm's European private equity activities. Mr. Warner
also led Investcorp's review of various global strategic options. In addition, he served as a member of the firm's Coordinator's Committee (global operating board of Investcorp), Commitment Committee
(controls Investcorp's global capital commitments) and Budget and Expense Review Committee (controls Investcorp's operating expenses).

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EXECUTIVE OFFICERS

The following persons are the executive officers of the Company:

|Name                  |  | Age |  | Position                                                                                                       
|--------------------- |  | --- |  | ---------------------------------------------------------------------------------------------------------------
|Marcello Bottoli      |  | 45  |  | President and Chief Executive Officer                                                                          
|Richard H. Wiley      |  | 50  |  | Chief Financial Officer, Treasurer and Secretary                                                               
|Tom Korbas            |  | 56  |  | PresidentThe Americas                                                                                         
|Giuseppe Fremder      |  | 54  |  | PresidentSamsonite S.p.A.                                                                                     
|Marc Matton           |  | 58  |  | Chief Supply Officer                                                                                           
|Arne Borrey           |  | 44  |  | PresidentEurope, Middle East and Africa                                                                       
|Shashi S. Dash        |  | 63  |  | PresidentAsia and Pacific Region                                                                              
|Deborah Rasin         |  | 40  |  | Vice PresidentLegal, General Counsel and Assistant Secretary                                                  
|Ramesh Tainwala       |  | 47  |  | Chief Operating Officer of Samsonite South East Asia Pvt. Ltd and General Manager of Samsonite Middle East FZCO
|Shawn Cox             |  | 43  |  | Global Head of Retail                                                                                          
|Quentin Graeme Mackay |  | 36  |  | Creative Director                                                                                              

Marcello Bottoli.Mr. Bottoli was appointed President and Chief Executive Officer in
March 2004 and was appointed as a director of Samsonite in September 2005. From 2001 to 2002 Mr. Bottoli was Chairman of the Board and Chief Executive Officer of Louis Vuitton,
part of the LVMH group, a luxury consumer products company. From 1991 to 2001 he held several management roles at the Reckitt Benckiser Group (previously Benckiser), a global consumer products
company. At Reckitt Benckiser, Mr. Bottoli worked in various positions in Spain, France, the Netherlands and the United Kingdom and became a Management Board member and Executive Vice President
of Reckitt Benckiser as of 1993. He began his career with Procter & Gamble, in France and the United States, and prior to joining the Reckitt Benckiser Group, spent two years with The Boston
Consulting Group, a diverse global business consulting firm, in the firm's Paris and Milan offices.

Richard H. Wiley.Mr. Wiley has been Chief Financial Officer, Treasurer and Secretary of
Samsonite since March 1998. From 1995 to 1998, Mr. Wiley was Corporate Vice President of Finance, Chief Financial Officer of the Americas division of Samsonite and Assistant Treasurer.
Prior to joining Samsonite, from 1994 to 1995, Mr. Wiley was an audit and consulting senior manager with BDO Seidman, an international public accounting firm. From 1982 to 1994,
Mr. Wiley was a senior manager with KPMG LLP, working in the audit and consulting areas.

Tom Korbas.Mr. Korbas was appointed President of the Americas Division of Samsonite in
October 2004. Prior to that, since 2000, Mr. Korbas was Vice President/General Manager of U.S. Wholesale. From 1995 to 2000, he served as Vice President/General Manager and Vice
President of Sales and Marketing for U.S. Non-Traditional business and Vice President of Operations. From 1994 to 1995,
Mr. Korbas was Vice President/General Manager of Legacy Luggage Inc., a division of Samsonite, designing, sourcing, and selling private label luggage. From 1979 to 1994,
Mr. Korbas was Sr. Vice President of Operations, Vice President of Sourcing, Director of Manufacturing and Engineering Manager for American Tourister.

Giuseppe Fremder.Mr. Fremder has served as President of Samsonite S.p.A., or Samsonite Italy,
Samsonite's Italian subsidiary, since October 1997. In addition, Mr. Fremder has served as Managing Director of Samsonite Italy and its predecessor, Samsonite Italy Srl., since it was
founded in 1984. In 2004, Mr. Fremder was appointed President of Samsonite's Global Licensing In & Out division, and in 2000 was appointed President of Samsonite Black Label, the
world-wide fashion division of Samsonite.

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Marc Matton.Mr. Matton was appointed Chief Supply Officer of Samsonite in July 2004.
Prior to that, Mr. Matton served as President and Managing Director of Samsonite Europe N.V., or Samsonite Europe, from November 2000, was Vice President Marketing and Sales at Samsonite
Europe from 1995 to 2000, and additionally, was General Manager Softside Division beginning in 1998. From 1991 until 1995, Mr. Matton served as Sales Director for Samsonite Europe.

Arne Borrey.Mr. Borrey was appointed President Europe, Middle East and Africa in
July 2004 and is responsible for Samsonite business in these regions. From 2001 to 2004, he was Vice President of Marketing & Sales for Samsonite Europe. Mr. Borrey started his
career with Samsonite in 1987 as Product Planner and subsequently became Product Manager Softside. From 1990 until 1993 he worked in Spain as Marketing and Sales Manager. In Oudenaarde, Belgium, he
took up the position of Manager Legacy Division and was named Sales Director Europe in 1995, a position he held until 2001.

Shashi S. Dash.Mr. Dash has been Samsonite's President for its Asia Pacific region since
January 2004. Prior to that, and since 1999, Mr. Dash was Vice PresidentGeneral Manager for Samsonite's Asia Pacific region. From 1996 to 1999, he was Executive Director,
Marketing, for Samsonite India Limited. From 1994 to 1996, Mr. Dash was with Real Value Appliances as Director and Board Member, International, based in Hong Kong. Earlier in his career,
Mr. Dash was with Blowplast and Aristocrat in India, involved in the building of luggage brands such as "VIP" (as Marketing Director and then President) and "Aristocrat" (as Managing Director)
that are today household names in India.

Deborah Rasin.Ms. Rasin was appointed Vice PresidentLegal, General Counsel and
Assistant Secretary in February 2006. From 1997 until joining Samsonite, Ms. Rasin was an attorney at General Motors Corporation (in Zurich, Switzerland and Detroit, Michigan). Prior to
that, Ms. Rasin worked in law firms in Washington, Hong Kong and Tel Aviv. Ms. Rasin received her J.D. from Harvard Law School and is admitted to the bar in California, Washington, D.C.
and Michigan.

Ramesh Tainwala.Mr. Tainwala has been Chief Operating Officer of Samsonite South Asia Private
Limited since June 2000, and has been General Manager of Samsonite Middle East FZCO since November 2006. Prior to that, Mr. Tainwala was Managing Director from
November 1995 through his appointment as Chief Operating Officer. As the head of Samsonite's Indian operations, he is responsible for Samsonite's manufacturing operation in India as well as its
marketing and sales in the region of South Asia. His primary responsibility involves establishing the strategic and tactical direction for Samsonite in South Asia.

Shawn Cox.Mr. Cox was appointed Global Head of Retail of Samsonite in January 2007.
From 2000 until he joined Samsonite in 2007, Mr. Cox was Vice President, Retail, for Tommy Hilfiger Europe BV, where he was responsible for building and managing Tommy Hilfiger's retail
operations in Europe. Prior to that, from 1998 to 2000, Mr. Cox was Managing Director of Jasper Conran Holdings LTD, a fashion design company, and from 1995 to 1998 he was Director of
Group Merchandising and Retail Store Development for Mulberry Company Design LTD. From 1989 until 1994, Mr. Cox held various positions with Polo Ralph Lauren.

Quentin Graeme Mackay.Mr. Mackay was appointed Creative Director in February 2005,
responsible for the direction and coordination of Samsonite's design strategy. From 2002 to 2005, Mr. Mackay was the chief designer for Tanner Krolle, an English luxury leather brand maker of
bags and accessories. From 2000 to 2002, Mr. Mackay was a general accessory designer with Loewe, in Madrid, Spain.

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Audit Committee and Audit Committee Expert of the Company

The current members of the Audit Committee are Messrs. Philippin, (Chairman), Allan and Triggs, each of whom is an independent director under the Nasdaq
listing standards. The Audit Committee met nine times during fiscal year 2007, excluding actions by unanimous written consent.

The
Audit Committee is primarily concerned with the effectiveness of the Company's accounting policies and practices, financial reporting and internal controls. The Audit Committee is
authorized (i) to make recommendations to the Board of Directors regarding the engagement of the Company's independent auditors, (ii) to review the plan, scope and results of the annual
audit, the independent auditors' letter of comments and management's response thereto, (iii) to approve all audit and non-audit services, (iv) to review the Company's
policies and procedures with respect to internal accounting and financial controls and (v) to review any changes in accounting policy. In addition, the Board of Directors has delegated to the
Audit Committee responsibility for administering the Company's equity compensation plans.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's directors and executive officers and persons who own more than 10% of a registered class of the
Company's equity securities ("principal stockholders") to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership and reports of changes in ownership of equity
securities of the Company. Officers, directors and principal stockholders are required to furnish the Company with copies of all Section 16(a) forms they file.

To
the Company's knowledge, based solely on review of the copies of the Section 16(a) reports furnished to the Company for fiscal year 2007, all required reports were timely
filed, except in the following instances: (1) Shawn Cox, who is an executive officer of the Company, filed a late Form 3 reporting his appointment as an executive officer of the Company
and the receipt of a stock option grant; (2) each of Marcello Bottoli, Richard H. Wiley, Tom Korbas, Giuseppe Fremder, Marc Matton, Arne Borrey and Shashi Dash, who are executive officers of
the Company, filed a late Form 4 reporting the conversion of shares of the Company's 2003 convertible preferred stock by such executive officer into shares of the Company's common stock;
(3) each of Bain and OTPP, which are each greater than 5% shareholders of the Company, filed a late Form 4 reporting the conversion of shares of the Company's 2003 convertible preferred
stock into shares of the Company's common stock; each of Bain and OTPP, which are each greater than 5% shareholders of the Company, filed a late Form 4 reporting the conversion of shares of the
Company's 2003 convertible preferred stock into shares of the Company's common stock; each of Ferdinando Grimaldi Quartieri, who is a director of the Company, and Melissa Wong Bethell, who was a
director of the Company until May 18, 2007, filed a late Form 4 reporting the conversion by Bain Capital (Europe) LLC of shares of the Company's 2003 convertible preferred stock into
shares of the Company's common stock; and (5) Ares Partners Management Co., LLC, which is a greater than 5% shareholder of the Company, filed a late Form 4 with respect to the purchase
of preferred stock.

Codes of Ethics

In addition to the Code of Conduct, the Company has adopted a Code of Ethical Conduct for Chief Executive Officer and a Code of Conduct for Senior Financial
Officers, which are applicable to the Company's principal executive officer and principal financial and accounting officer, respectively. Such Codes were filed as Exhibits to the Company's annual
report on Form 10-K for the fiscal year ending January 31, 2006.

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ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis for Fiscal Year 2007

The following Compensation Discussion and Analysis discusses the material elements of compensation for the Samsonite executive officers identified in the Summary
Compensation Table ("named executive officers"). The Compensation Committee of the Board (for purposes of this section, the "Compensation Committee") reviews and approves the salaries and bonuses of
the Company's executive officers, including the named executive officers. The Board of Directors has delegated to the executive committee of the Board of Directors (for purposes of this section, the
"Executive Committee") substantial administration of the Company's Superior Annual Performance Program ("SAPP"), including development of appropriate performance goals for the Company's various
geographic markets. The Board of Directors has delegated to the audit committee of the Board of Directors (for purposes of this section, the "Audit Committee") the administration of the Company's 1999
Stock Option and Incentive Award Plan, including the approval of all grants of options to purchase shares of Common Stock, including grants to the named executive officers.



The Company's primary objectives are to retain the best qualified people and to ensure that they are properly motivated to contribute to the Company's success
over the long term. Accordingly, the various Board committees, in establishing the components and levels of compensation for the Company's executive officers, including the named executive officers,
seek (i) to enable the Company to attract and retain highly qualified executives, and (ii) to provide financial incentives in the form of cash bonuses and equity compensation in order to
align the interests of executive officers more closely with those of the stockholders of the Company and to motivate such executives to increase shareholder value by improving corporate performance
and profitability.

Each
of the named executive officers was party to an employment agreement with the Company during the past fiscal year. The Company believes that employment agreements with top
executives provide a retention benefit that is of value to the Company and its stockholders, and in certain jurisdictions outside the U.S. (such as, for example, the U.K.), contracts of employment
with all employees are part of the usual and customary employment practices.



For the fiscal year ended January 31, 2007, the principal components of compensation for the named executive officers were:





The Company provides named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. The base
salaries of our named executive officers have been in part governed by the terms of their employment agreements. Mr. Bottoli has negotiated his base salary provisions and makes recommendations
on the base salaries to be paid to the executives who report directly to him, which includes the other named executive officers. Our European

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human
resources professionals also assist in setting base salaries by providing survey information on European salary practices. During fiscal year 2007, each of the named executive officers was
awarded a raise in his base salary. Following the global offering, we anticipate that the Compensation Committee will make determinations with respect to base salaries to be paid to our named
executive officers, subject to the terms of effective employment agreements.



The Company offers each of its executive officers, including the named executive officers, an opportunity to earn additional cash compensation in the form of
annual bonuses that are awarded if the Company attains specified performance goals or if the officer satisfactorily completes certain annual projects approved by the Executive Committee. The Company
believes that making a significant portion of executive officer compensation subject to the Company attaining specified performance goals motivates the executive officers to increase their efforts on
behalf of the Company. The Company also believes that it is appropriate that the Company's executive officers receive lower compensation when the Company does not attain its specified performance
goals and higher compensation when the Company attains such goals.

Annual
cash bonuses are determined in accordance with SAPP, which is administered in large part by the Executive Committee. The Company invites those officers and employees to
participate in SAPP that it believes have the capacity to have a major impact on the performance of the Company's business and drive improved performance year over year. SAPP rewards the achievement
of annual business targets during each fiscal year of the Company. Accordingly, SAPP bonuses are paid after the end of the applicable fiscal year and the Executive Committee's assessment of
performance by the Company and the Company's subsidiaries against applicable performance targets.

Target
bonuses for each of the Company's named executive officers (and each other employee who participates in SAPP) are determined as a percentage of base salary. For fiscal year 2007,
Mr. Bottoli's target SAPP award was set at 150% of his base salary, and the other named executive officers were assigned target SAPP awards of 40% of their respective base salaries.

Each
fiscal year, the Board of Directors sets key performance indicators ("KPIs") to measure the success of the business over such fiscal year. Examples of KPIs include adjusted EBITDA
growth, net outside sales growth, gross margin increase, working capital efficiency improvements and other specific functional or financial measures. For calculations under SAPP, we define adjusted
EBITDA as operating earnings before interest, taxes, depreciation and amortization, as adjusted to exclude certain items of other income and expense, preferred stock dividends, minority interests,
goodwill and asset impairment charges, restructuring charges, expenses and associated non-trade receivables write-offs, stock-based compensation expense, deferred stock
offering costs, and ERP project expenses and to include realized currency hedge gains and losses. The full Board of Directors then sets a range of performance levels against the KPIs with respect to
the Company as a whole. A "good" performance level is set, which is designed to be realistic and achievable, and is generally (but not always) aligned to the Company's business plan. A range of lower
and higher performance levels are also set, ranging from an "unacceptable" performance level, at which no bonus is paid, through several levels of performance progressively more difficult, to an
"outstanding" performance level. These performance levels vary among the various KPIs according to the degree of challenge required in the achievement of the applicable KPI. Once the performance
levels are set with respect to the Company as a whole, members of our senior management team (including Mr. Bottoli and Mr. Wiley) assist the Executive Committee in developing KPIs to
apply to each of the Company's various geographic markets, which take into consideration the sophistication and development of the market, as well as the portfolio of products, market trends,
historical performance and growth potential.

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SAPP
is designed to scale the earnings potential of participants based upon the performance levels achieved against the various global and regional KPIs. This is done through the use of
a "multiplier," calculated by multiplying the performance level achieved on each KPI. Provided that at least the target level is achieved on the KPIs, and as soon as one or more of these are exceeded,
additional amounts can be earned above the target bonus by multiplying together the levels achieved in each KPI. The multiplier is significantly higher if high performance levels are achieved on all
KPIs. The aim of the "multiplier" is to encourage participants in SAPP to focus on all of the KPIs, rather than on one in particular.

Actual
bonus payments under SAPP may range from zero to approximately 3.5 times a participant's target bonus (with the exception of Mr. Bottoli, whose bonus under SAPP has been
limited by the Executive Committee to a maximum of €800,000, or approximately $1 million). Participants will receive their target bonus if a "good" performance level is achieved
on each KPI. If levels below "good" are achieved, it may be possible to receive a reduced bonus. If levels above "good" are achieved on all KPIs, participants receive a bonus in an amount higher than
their target bonus. The threshold, target and maximum bonuses relating to fiscal year 2007 are set forth on the table entitled
"Grants of Plan-Based Awards to Executive Directors and Certain Executive Officers During Fiscal Year 2007" below.



The Company currently grants equity compensation under the Company's Amended and Restated Fiscal Year 1999 Stock Option and Incentive Award Plan (the "1999
Plan"). The 1999 Plan permits the issuance of a variety of awards, including tax qualified incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock and
restricted stock units, and other stock based awards (including deferred compensation payable in shares of the Company's common stock). The purposes of the 1999 Plan are to align the interests of
participants under the plan with those of the Company's stockholders; to reinforce corporate, organizational and business development goals; and to reward the performance of participants in the plan
in promoting the success of the Company's business. As of the end of the Company's fiscal year ended January 31, 2007, the only equity compensation awards outstanding under the 1999 Plan were
stock options and deferred compensation awards. In December 1995 the Board of Directors delegated to the Audit Committee responsibility for administering the 2005 Plan. Accordingly, since that
date, all grants of stock option and other awards have been made by the Audit Committee.

Stock
option grants reflect the Company's desire to provide a meaningful equity incentive for executives to help the Company succeed over the long term. Stock options provide for
financial gain derived from the potential appreciation in the Company's stock price from the date the option is granted until the date that the option is exercised. The Company's long term performance
ultimately determines the value of stock options, because gains recognized from stock option exercises are entirely dependent on the long-term appreciation of the Company's stock price.
The Company expects stock options to continue as a significant component of its executive compensation arrangements. In addition to the named executive officers, stock options have been granted to all
of the Company's other executive officers, and to such other executives who are in positions that are key to the Company's long-term success.

No
stock options were granted to any of the named executive officers during the fiscal year ended January 31, 2007, and no stock options have been granted to any of the named
executive officers since March 17, 2005. Since March 17, 2005, the Company has granted stock options only to new employees who are hired for positions that are eligible to receive stock
options, or in connection with promotions to positions of greater responsibility. The Company does not backdate options or grant options retroactively. In addition, the Company does not coordinate
grants of options so that they are made before announcement of favorable information, or after announcement of unfavorable information. No

11

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stock
options are granted until such grants have been approved by the Audit Committee. In some cases, grants have been pre-approved by the Audit Committee with respect to certain executive
positions before individuals have been hired for such positions. In such cases, the grant date is generally the employee's start date. In other cases, the Audit Committee has approved grants to
individuals after they have begun working in their positions. In those cases, the grant date is the date on which such grant is approved by the Audit Committee.

The
exercise price of stock options is determined by the Audit Committee at the time of grant of the option, taking into account all relevant factors necessary to or desirable to carry
out the purposes of the plan. Generally, employees who are U.S. taxpayers are granted stock options with an exercise price that is no less than the fair market value of the Company's common stock on
the date of grant, in order that the stock option grants will not be subject to the additional tax and penalties provided under Section 409A of the IRC. The exercise price of stock options
granted to employees who are not U.S. taxpayers may be less than the fair market value of the Company's common stock on the date of grant; in such cases, the Company books the appropriate compensation
expense. During fiscal year 2005, options granted during 2004 to Stonebridge Development Limited ("Stonebridge") on behalf of Mr. Bottoli, and to Mr. Wiley and other U.S. option holders
with an exercise price lower than the fair market value of the shares on the date of grant were amended to increase the exercise price of a portion of the option to 100% of the fair market value of
the shares on the original date of grant of the options (see the discussion of the Stonebridge stock option below at "Employee Stock Option Agreements and PlansStonebridge Stock Option
Agreement"). In order to compensate these option holders for this increase of the exercise price of their options, Stonebridge, Mr. Wiley and the other U.S. option holders were each granted a
deferred compensation award under the 1999 Plan with an initial value equal to the amount by which the exercise price of the option was increased. The deferred compensation awards may be paid, at the
Company's election, in cash or stock. The material terms of the deferred compensation awards are discussed in further detail following the table entitled "Non-Qualified Deferred
Compensation of Executive Directors and Certain Executive Officers during Fiscal Year 2007."

On
December 20, 2006, the Board of Directors of the Company approved a special cash distribution in an aggregate amount of $175 million (the "Distribution") consisting of
dividends on the Company's common stock and convertible preferred stock. The dividend per share of common stock paid in connection with the Distribution was approximately $0.23. In connection with the
Distribution, pursuant to the anti-dilution provisions of the 1999 Plan, each of the Company's option holders who held vested stock options that were granted under the 1999 Plan on or
after March 17, 2005, including each of the named executive officers (or, in the case of Mr. Bottoli, Stonebridge), received an anti-dilution payment in cash equal to the
number of vested stock options held by such
option holder, multiplied by the amount of the dividend per common share paid in connection with the Distribution. In addition, the exercise price of each unvested stock option and any vested stock
option granted prior to March 17, 2005 held by any option holder, including each named executive officer (or, in the case of Mr. Bottoli, the Stonebridge option), was reduced by the
amount of the dividend per common share paid in connection with the Distribution.



Most of our U.S. employees, including Mr. Wiley, participate in the Samsonite Employee Retirement Income Plan (the "Pension Plan"). Mr. Wiley also
participates in the Company's Supplementary Executive Retirement Plan (the "SERP"). The Pension Plan is a tax-qualified defined benefit plan that provides benefits to the participants
retiring at normal retirement age calculated based on years of service and average compensation (as defined under the Pension Plan), net of offsets for Social Security benefits. The SERP, which is a
nonqualified unfunded plan, was adopted on December 1, 1995 and provides to eligible executives retirement benefits calculated by reference to compensation in excess of Internal Revenue Code
maximums for tax-qualified plans.

12

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Samsonite
has adopted defined contribution supplemental retirement plans to cover many of its non-U.S. employees, including, in Belgium, Mr. Matton and in the U.K.,
Mr. Mackay. The employer and, in some cases, the employee, make contributions to these plans that are calculated as a percentage of base compensation.

Further
information concerning these plans may be found at "Samsonite Defined Benefit Retirement Programs" below.



The Company provides the named executive officers with perquisites and other personal benefits that the Company and the Compensation Committee believe are
reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions. The Compensation Committee periodically reviews
the levels of perquisites and other personal benefits provided to named executive officers.

We
have established an expatriation policy pursuant to which selected participants (which included, during fiscal year 2007, Messrs. Wiley and Matton) are reimbursed for certain
expenses incurred in connection with work assignment outside his or her home country. Benefits provided under this policy include, among other things, moving expenses, tax equalization payments,
continued participation in home country employee benefit plans and governmental social security-type programs (where permitted by law), a car allowance or lease, a housing allowance, a
cost-of-living allowance expressed as the differential between home and host country expenses, tuition assistance and reimbursement of repatriation expenses. Certain of the
benefits provided under this policy, such as the housing allowance, cost-of-living allowance and tuition assistance, are paid in full for three years and phased out during the
next two years thereafter.

Attributed
costs of the perquisites and personal benefits for the named executive officers for the fiscal year ended January 31, 2007 are included in the "Summary Compensation
Table for Executive Directors and Certain Executive Officers in Fiscal Year 2007" below.

13

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Report of the Compensation Committee on Executive Compensation for Fiscal Year 2007

The Compensation Committee, the Executive Committee (solely with respect to SAPP) and the Audit Committee (solely with respect to equity compensation) of the
Board of Directors of the Company have reviewed and discussed the above Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on
such review and discussions, the Compensation Committee, the Executive Committee (solely with respect to SAPP) and the Audit Committee (solely with respect to equity compensation) recommended to the
Board that the Compensation Discussion and Analysis be included in this prospectus.



14

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Summary Compensation Table for Executive Directors and Certain Executive Officers in Fiscal Year 2007

The table below sets forth the compensation earned for services rendered to us during fiscal year 2007 by our Chief Executive Officer, our Chief Financial Officer
and our three next most highly compensated executive officers serving in such capacity as of the end of fiscal year 2007 (these executive officers being referred to as our "named executive officers").

|Name and Principal Position                                                                                                    |  | Salary/
Fees
($) |  | Option
Awards
($)(5) |  | Non-Equity
Incentive Plan
Compensation ($)(6) |  | Change In
Pension Value
and Non-qualified
Deferred
Compensation
Earnings ($) |   | All Other
Compensation
($)(8) |  | Total
($)(9)
|------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- |  | -------------------- |  | --------------------------------------------- |  | ---------------------------------------------------------------------------- | - | ----------------------------- |  | ------------
|Marcello Bottoli
President and Chief Executive Officer(1)                                                                      |  | 598,896          |  | 1,662,125            |  | 631,166                                       |  | N/A                                                                          |   | 2,912,030                     |  | 5,804,217   
|Richard H. Wiley
Chief Financial Officer, Treasurer and Secretary                                                              |  | 374,774          |  | 340,884              |  | 106,618                                       |  | 47,866(7                                                                     | ) | 855,404                       |  | 1,677,680   
|Marc Matton
Chief Supply Officer(2)                                                                                            |  | 327,113          |  | 203,977              |  | 101,091                                       |  | N/A                                                                          |   | 383,352                       |  | 1,015,533   
|Quentin Mackay
Creative Director(3)                                                                                            |  | 266,323          |  | 220,807              |  | 82,304                                        |  | N/A                                                                          |   | 260,433                       |  | 829,867     
|Ramesh Tainwala
Chief Operating Officer of Samsonite South Asia Pvt. Ltd. and General Manager of Samsonite Middle East FZCO(4) |  | 252,550          |  | 203,977              |  | 16,798                                        |  | N/A                                                                          |   | 335,724                       |  | 809,049     

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15

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Grants of Plan-Based Awards to Executive Directors and Certain Executive Officers During Fiscal Year 2007

The table below sets forth information concerning plan-based awards granted to our named executive officers during fiscal year 2007 under the
Company's Superior Annual Performance Program, or "SAPP", for 2007. The US dollar value of amounts actually earned by the named executive officers under SAPP for 2007 are set forth in the summary
compensation table above, in the column entitled "Non-Equity Incentive Plan Compensation."

|                 |  | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)
|---------------- |  | ------------------------------------------------------------------
|
|Marcello Bottoli |  | 0                                                                 
|Richard H. Wiley |  | 0                                                                 
|Marc Matton      |  | 0                                                                 
|Quentin Mackay   |  | 0                                                                 
|Ramesh Tainwala  |  | 0                                                                 

---

16

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Superior Annual Performance Program for FY 2007

We adopt each year an annual cash incentive program in which all of our top executives, including the named executive officers, participate. The operation of our
Superior Annual Performance Program, or "SAPP," with respect to fiscal year 2007 is described in detail above in the Compensation Discussion and Analysis. If prior to payment of a SAPP participant's
bonus the participant's employment is terminated for cause or the participant voluntarily resigns from the Company, all rights to any payment under SAPP are forfeited. Payments under SAPP will be
prorated for partial years of service in the event of any other termination of employment during the fiscal year.

Service Contracts of Executive Directors and Certain Executive Officers

We set out below a summary of key provisions of the service agreements and related agreements we have entered into with our named executive officers. A summary of
the terms of our contract with Mr. Allan, one of our directors, is set forth following the table entitled "Non-Executive Director Compensation Table for Fiscal Year 2007."

(a)   Employment Agreement with Marcello Bottoli



17

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(b)   Richard H. Wiley Employment Agreement

(c)   Marc Matton Employment Agreements

18

---





(d)   Quentin Mackay Employment Contract

(e)   Ramesh Tainwala Employment Agreement

19

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Outstanding Equity Awards to Executive Directors and Certain Executive Officers as of End of Fiscal Year 2007

The following table presents information concerning options to purchase shares held by the named executive officers as of January 31, 2007.

|                    |  | Option Awards                              
|------------------- |  | -------------------------------------------
|
|Marcello Bottoli(1) |  | 6,000,000
6,000,000                        
|Richard H. Wiley(2) |  | 5,732
15,000
25,000
26,250
10,000
1,950,000
|Marc Matton(2)      |  | 8,000
8,000
17,500
4,000
975,000           
|Quentin Mackay(2)   |  | 975,000                                    
|Ramesh Tainwala(2)  |  | 9,000
975,000                              

---

20

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Options of Executive Directors and Certain Executive Officers Exercised during Fiscal Year 2007

None of our named executive officers exercised stock options during fiscal year 2007.

Employee Equity Agreements and Plans

We set out below a summary of the key provisions of the employee share schemes to which we are a party.

(a)   Stonebridge Stock Option Agreement



21

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(b)   Terms of Stock Option Grants to Named Executive Officers

22

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(c)   1995 Stock Option and Incentive Award Plan

(d)   Samsonite Corporation Amended and Restated Fiscal Year 1999 Stock Option and Incentive Award Plan

Pension Benefits of Executive Directors and Certain Executive Officers during Fiscal Year 2007

The following table sets forth information concerning benefits accrued by our named executive officers during fiscal year 2007 under each of our defined benefit
pension plans in which they participate.

|Name             |  | Plan Name(1)         |  | Number of Years
Credited
Service
(#) |  | Present Value of
Accumulated
Benefit
($) |        | Payments
During Last
Fiscal Year
($)
|---------------- |  | -------------------- |  | ------------------------------------ |  | ---------------------------------------- | ------ | ------------------------------------
|Marcello Bottoli |  | N/A                  |  | N/A                                  |  | N/A                                      |        | N/A                                 
|Richard H. Wiley |  | US Pension Plan
SERP |  | 11.58
11.58                          |  | 159,246
126,303                          | (2)(2) | 0
0                                 
|Marc Matton      |  | N/A                  |  | N/A                                  |  | N/A                                      |        | N/A                                 
|Quentin Mackay   |  | N/A                  |  | N/A                                  |  | N/A                                      |        | N/A                                 
|Ramesh Tainwala  |  | N/A                  |  | N/A                                  |  | N/A                                      |        | N/A                                 

---

23

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Samsonite Defined Benefit Retirement Programs

We maintain a U.S. tax-qualified defined benefit plan, the Samsonite Employee Retirement Income Plan (the "US Pension Plan"), which covers most of our
U.S. employees, and a non-qualified defined benefit plan, the Samsonite Supplementary Retirement Plan (the "SERP"), which covers certain U.S. executives, including Mr. Wiley.

The
Samsonite Pension Plan is a tax-qualified defined benefit plan which provides monthly benefit payments to vested participants retiring at normal retirement age calculated
based on years of service and the participant's final average monthly earnings, net of offsets for Social Security benefits. Participants are eligible for monthly pension benefits beginning at the
normal retirement age of 65, or at age 62 with 25 years of credited service. Benefits vest in full after five years of service. Participants with a minimum of five years of service are eligible
for reduced benefits at early retirement after attaining age 55.

The
SERP, which is a non-qualified unfunded defined benefit plan, was adopted on December 1, 1995 and provides to eligible executives retirement benefits on
compensation and benefits in excess of certain IRC maximums for tax-qualified plans. The SERP benefit is calculated as (a) minus (b), where (a) equals the benefit that would
be paid to the SERP participant under the US Pension Plan, calculated without regard to the limitations imposed under the U.S. Internal Revenue Code limitations and after taking into account service
with the Company and its predecessors, and where (b) is the actual benefit payable to the participant under the US Pension Plan. The SERP is administered by the compensation committee of the
Company's board of directors. In calculating a participant's accrued benefit, a participant's annual earnings are limited to $350,000, which amount may be increased by the compensation committee.
Benefits under the SERP are paid if and when payments under the US Pension Plan are made. Benefits under the SERP will be forfeited if a participant's employment is terminated for cause. Change in
control-related provisions of the SERP are described at "Potential Payments Upon Termination or Change in ControlChange in ControlSERP." Under the SERP the Company may
establish a grantor trust and fund such trust with assets sufficient to pay the benefits under the SERP. The SERP may be amended or terminated by the Company at any time, provided that any amendment
or termination may cancel, reduce or otherwise adversely affect the amount of benefits accrued by any SERP participant without that participant's consent.

Compensation
covered by the US Pension Plan and the SERP is total cash compensation paid, including any amount contributed under a Section 401(k) plan. The benefits generally are
payable on a life annuity basis and are calculated prior to the application of any offset amounts.

24

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Non-Qualified Deferred Compensation of Executive Directors and Certain Executive Officers during Fiscal Year 2007

The following table sets forth information concerning contributions and earnings during fiscal year 2007 under supplemental defined contribution pension plans and
non-qualified deferred
compensation awards held by the named executive officers. Descriptions of such plans and deferred compensation awards follow the table.

|Name                |  | Plan or Award             |  | Executive
Contributions
in Last FY ($) |  | Registrant
Contributions
in Last FY ($) |  | Aggregate
Earnings in
Last FY ($) |  | Aggregate
Balance as of
January 31,
2007 ($)
|------------------- |  | ------------------------- |  | -------------------------------------- |  | --------------------------------------- |  | --------------------------------- |  | --------------------------------------------
|Marcello Bottoli(1) |  | Deferred Comp. Award      |  | N/A                                    |  | N/A                                     |  | 0                                 |  | 4,725,000                                   
|Richard H. Wiley(2) |  | Deferred Comp. Award      |  | N/A                                    |  | N/A                                     |  | 0                                 |  | 840,000                                     
|Marc Matton(3)      |  | Supplemental Plan Belgium |  | N/A                                    |  | 35,693                                  |  | 2,447                             |  | 574,462                                     
|Quentin Mackay(4)   |  | Supplemental Plan U.K.    |  | 7,990                                  |  | 15,980                                  |  | 8,211                             |  | 40,552                                      
|Ramesh Tainwala(5)  |  | N/A                       |  | N/A                                    |  | N/A                                     |  | N/A                               |  | N/A                                         

---

Supplemental Pension PlanBelgium

Samsonite Europe N.V. sponsors a defined contribution plan for the benefit of certain of its employees in Belgium, including Marc Matton. All contributions to the
plan are made by Samsonite Europe N.V. The basic contribution to the plan is equal to 5.85% of the participant's gross salary. For management employees, including Mr. Matton, the amount of the
contribution is 7.85% of gross salary up to €41,248 and 11.85% of adjusted base salary above €41,248. Under this plan, normal retirement age is age 60 and benefits may
be paid in a lump sum following retirement or by way of a monthly retirement allowance. Amounts set forth in the table above with respect to Mr. Matton were calculated in euros. For purposes of
this disclosure, amounts in euros have been converted into US dollars at a rate of 1.25949, the average of the daily euro-to-dollar exchange rates published by the Wall Street
Journal during the Company's fiscal year ending January 31, 2007.

Supplemental Pension PlanU.K.

Samsonite UK Ltd. sponsors a defined contribution plan for the benefit of certain of its employees in the United Kingdom, including Quentin Mackay, who may
elect whether or not to participate in the plan. Under the plan, Samsonite UK Ltd. makes a contribution equal to 6% of the participant's gross salary and the employee contributes 3% of the
participant's gross salary. Amounts set forth in the table above with respect to Mr. Mackay were calculated in British pounds sterling. For purposes of this disclosure, amounts paid or credited
in pounds sterling have been converted into US dollars at a rate

25

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of
1.8469, the average of the daily pound-to-dollar exchange rates published by the Wall Street Journal during the Company's fiscal year ending January 31, 2007.

Deferred Compensation Awards

We set out below a summary of the key provisions of the deferred compensation awards to which we are a party with our named executive officers.

(a)   Stonebridge Deferred Compensation Award



| |  | Termination on or after March 3, 2006 and prior to March 3, 2007 |  | 40% 
| |  | ---------------------------------------------------------------- |  | ----
| |  | Termination on or after March 3, 2007 and prior to March 3, 2008 |  | 60% 
| |  | Termination on or after March 3, 2008 and prior to March 3, 2009 |  | 80% 
| |  | Termination on or after March 3, 2009                            |  | 100%

26

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(b)   Wiley Deferred Compensation Awards



| |  | Tier One Award                                                     |  |     
| |  | ------------------------------------------------------------------ |  | ----
| |  | Termination on or after March 17, 2006 and prior to March 17, 2007 |  | 40% 
| |  | Termination on or after March 17, 2007 and prior to March 17, 2008 |  | 60% 
| |  | Termination on or after March 17, 2008 and prior to March 17, 2009 |  | 80% 
| |  | Termination on or after March 17, 2009                             |  | 100%
| |  | Tier Two Award                                                     |  |     
| |  | Termination prior to March 17, 2006                                |  | 0%  
| |  | Termination on or after March 17, 2006 but prior to March 17, 2007 |  | 25% 
| |  | Termination on or after March 17, 2007 but prior to March 17, 2008 |  | 50% 
| |  | Termination on or after March 17, 2008 but prior to March 17, 2009 |  | 75% 
| |  | Termination on or after March 17, 2009                             |  | 100%

27

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Potential Payments Upon Termination or Change in Control

Termination of Employment

(a)   Marcello Bottoli



28

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(b)   Richard H. Wiley



29

---





(c)   Marc Matton



(d)   Quentin Mackay



30

---





(e)   Ramesh Tainwala



31

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Change in Control

Non-Executive Director Compensation Table for Fiscal Year 2007

The following table sets forth information concerning compensation earned by our non-executive directors during fiscal year 2007.

Name

Fees Earned or
Paid in Cash ($)

Total ($)John Allan(1)

0

0Melissa Wong Bethell(2)

0

0Charles J. Philippin

83,000

83,000Ferdinando Grimaldi(3)

0

0Anthony P. Ressler

37,250

37,250Lee Sienna(4)

26,775

26,775Donald L. Triggs

70,750

70,750Jeffrey B. Schwartz

38,250

38,250Richard T. Warner

72,000

72,000


---

32

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The
current members of our Board of Directors that were nominated by, and are employed by or otherwise affiliated with, our Equity Sponsors are Antony Ressler and Jeffrey Schwartz
(affiliated with Ares), Ferdinando Grimaldi and Melissa Bethell (affiliated with Bain) and Lee Sienna (affiliated with OTPP). These non-executive Directors serve pursuant to the terms of
the Sponsors' Stockholders Agreement. For a summary of the Sponsors' Stockholders Agreement, see "Stockholders Agreement" under "Related Transactions" set out in Item 13 of this document.

Each
member of the Board of Directors, other than a director employed by the Company, is entitled to receive a fee of $30,000 per annum for serving on the Board of Directors, a fee of
$1,250 per Board meeting attended and a fee of $1,000 per committee meeting attended. In addition, the chairperson of the Audit Committee receives an additional chair fee of $10,000 per annum and the
chairpersons of all of the other committees of the Board receive an additional chair fee of $5,000 per annum. For fiscal year 2007, Messrs. Philippin, Triggs and Warner each were paid an
additional $25,000 fee in cash in respect of their services on the special committee that reviewed the Company's leveraged recapitalization transaction.

In
1996, the Company adopted the 1996 Directors' Stock Plan whereby Board members may elect to receive their fees in shares of Common Stock rather than cash. During fiscal year 2007,
none of the aggregate directors fees were paid in shares of Common Stock. All of our directors are reimbursed for all reasonable travel and other expenses of attending meetings of the Board or a
committee thereof.

We
have entered into an agreement with Mr. Allan which sets forth the basic terms of his compensation as a director, which terms are consistent with the terms described in the
paragraph above. The
agreement also provides for non-competition and non-solicitation covenants which expire 12 months following termination of Mr. Allan's service as a director.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, Ferdinando Grimaldi Quartieri, Antony P. Ressler and Lee Sienna served as members of our Compensation Committee. None of the
directors that served on the Compensation Committee during the last fiscal year has ever served as an employee or officer of the Company. Mr. Ressler is a senior partner in the private equity
group of Ares, Mr. Grimaldi is a managing director of Bain Capital Ltd., which is the managing member and manager of Bain, and Mr. Sienna is a vice president of the private equity
group of OTPP. As of April 1, 2007, Ares, Bain and OTTP held, on a fully diluted basis, approximately 38%, 24% and 24% of the Company's Common Stock, respectively.

33

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information about persons known to the Company to be the beneficial owner of more than 5% of our Common Stock, and as to
the beneficial ownership of our Common Stock by each of our directors and Named Executive Officers and all of our directors and executive officers as a group, as of May 1, 2007. Except as
otherwise indicated, to our knowledge, the persons identified below have sole voting and sole investment power with respect to shares they own of record.

|                                                                                                   |  | Common Stock |       
|-------------------------------------------------------------------------------------------------- |  | ------------ | ------
|
|Ares Management, LLC
1999 Avenue of the Stars
Suite 1900
Los Angeles, California 90067             |  | 289,647,429  | (c)   
|Bain Capital (Europe) L.P.
c/o Bain Capital, LLC
111 Huntington Avenue
Boston, Massachusetts 02199 |  | 179,078,398  | (d)   
|Ontario Teachers' Pension Plan Board
5650 Yonge Street, 5th Floor
Toronto, Ontario M2M 4H5         |  | 179,078,398  | (e)   
|Marcello Bottoli                                                                                   |  | 24,113,735   | (f)   
|Richard H. Wiley                                                                                   |  | 4,402,218    | (g)   
|Marc Matton                                                                                        |  | 2,072,642    | (h)   
|Ramesh Tainwala                                                                                    |  | 1,659,000    | (i)   
|Quentin Mackay                                                                                     |  | 1,650,000    | (j)   
|Ferdinando Grimaldi Quartieri                                                                      |  |             | (k)   
|Charles J. Philippin                                                                               |  |             |       
|Antony P. Ressler                                                                                  |  |             | (l)   
|Lee Sienna                                                                                         |  |             | (m)   
|Donald L. Triggs                                                                                   |  |             |       
|Richard T. Warner                                                                                  |  |             |       
|Melissa Wong Bethell                                                                               |  |             | (k)(n)
|Jeffrey B. Schwartz                                                                                |  |             | (n)   
|John Allan                                                                                         |  |             |       
|All directors and executive officers as a group (20 persons)                                       |  | 42,995,415   |       

---

34

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35

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EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information, as of January 31, 2007, relating to the Company's equity compensation plans pursuant to which grants of
options, restricted stock or other rights to acquire shares of Common Stock may be granted from time to time.

|Plan category                                              |  | Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights |  | Weighted-average exercise
price of outstanding options,
warrants and rights |      | Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ---- | -------------------------------------------------------------------------------------------------------------------------------------------
|
|Equity compensation plans approved by security holders     |  | 70,743,986                                                                                  |  | $                                                                           | 0.53 |                                                                                                                                            
|Equity compensation plans not approved by security holders |  | N/A                                                                                         |  |                                                                             | N/A  |                                                                                                                                            
|Total                                                      |  | 70,743,986                                                                                  |  | $                                                                           | 0.53 |                                                                                                                                            

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



The Company has adopted a Code of Conduct and Anti-Fraud Policy that includes a policy with respect to the approval of related-party transactions. The
policy provides that employees of the Company may not enter into any business transaction on behalf of the Company or its subsidiaries with any party related to them or to another employee of the
Company unless, after full disclosure in writing by the party concerned, the Company's General Counsel or Vice President, Corporate Treasury and Reporting, determines that the transaction is
appropriate and in the best interests of the Company.



Stockholders Agreement.The Company is a party to a Stockholders Agreement, dated July 31,
2003, with the Equity Sponsors and others relating to their rights as stockholders in the Company and the
corporate governance of the Company (the "Stockholders Agreement"). Pursuant to the terms of the Stockholders Agreement, the Equity Sponsors have agreed to take all actions in their power to elect
nominees selected by the Equity Sponsors to the Company's Board of Directors. As a result, eight of the nine members of the Company's Board of Directors are nominees of the Equity Sponsors, of whom
five are employed by or otherwise affiliated with one of the Equity Sponsors. In addition, pursuant to the Stockholder's Agreement, the Company's ability to take certain actions, including amending
its charter, commencing bankruptcy proceedings and taking certain corporate actions (including debt incurrences, stock issuances, asset sales and the like), is subject to the written consent of either
all or two-thirds (depending on the action) of the Equity Sponsors so long as the Equity Sponsors collectively continue to hold 25% of the Company's outstanding voting stock. Accordingly,
the Equity Sponsors currently exercise significant influence over the Company's Board of Directors and business and operations.

In
addition, the Company agreed in the Stockholders Agreement to grant the Equity Sponsors registration rights and preemptive rights. The Stockholders Agreement also contains
tag-along rights, which allow the Equity Sponsors to force a stockholder which is a party to the Stockholders Agreement and which proposes to sell shares of stock, to include shares held
by the Equity Sponsors in such proposed sale, and drag-along rights, which allow the Equity Sponsors to force the other stockholders which are parties to the Stockholders Agreement to sell
their shares of stock if the Equity Sponsors are selling their stock.

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Advisory Agreements.We are a party to advisory agreements with affiliates of Aris, Bain and OTPP as
advisors (the "Advisory Agreements"). Under the terms of these Advisory Agreements, we have agreed to pay each advisor an annual advisory fee of $500,000 plus reasonable
out-of-pocket expenses. These agreements are for a term of five years beginning July 31, 2003, but each agreement will terminate earlier as to any advisor if the advisor
under such agreement and its affiliates no longer hold at least 33% of the amount of our capital stock owned by them as of July 31, 2003.

Executive Stockholders Agreement and CEO Stockholders Agreement.The Company entered into an
Executive Stockholders Agreement, dated as of September 25, 2003 (the "Executive Stockholders Agreement"), with the Majority Stockholders and certain executive officers who at the time
purchased preferred stock, including Messrs. Wiley, Korbas, Matton and Fremder. The Executive Stockholders Agreement applies to the Common Stock issued upon conversion of the preferred stock
that was held by each executive investor and Common Stock issuable upon conversion of the preferred stock that was held by each executive investor and Common Stock issuable upon the exercise of
options granted to each executive investor (collectively, the "Executive Securities").

Under
the terms of the Executive Stockholders Agreement, each executive investor has agreed to vote all of such executive investor's Executive Securities and to take all other necessary
or desirable actions such that the Executive Securities will be voted in the same manner as the securities held by the Equity
Sponsors. In addition, the Executive Stockholders Agreement restricts the executive investors' ability to transfer their Executive Securities for a period of ten years without the consent of the
Equity Sponsors, subject to certain exceptions. The Executive Stockholders Agreement also contains tag-along rights, which allow the Equity Sponsors to force an executive investor which
proposes to sell shares of Executive Securities, to include shares held by the Equity Sponsors in such proposed sale, and drag-along rights, which allow the Equity Sponsors to force the
executive investors to sell their Executive Securities if, under certain circumstances, the Equity Sponsors sell their shares of Common Stock.

The
Executive Stockholders Agreement also permits the Equity Sponsors, or any third party designated by the Equity Sponsors, to purchase Executive Securities from an executive investor
in the event the executive investor is no longer employed by the Company or any of its subsidiaries. In the event of the executive investor's death, termination without cause, resignation with good
reason or retirement, during the 30-day period beginning three years after such event, the executive investor may require the Company to repurchase the executive investor's Executive
Securities at fair market value. In addition, the Company granted the executive investors certain piggyback registration rights in the event the Company proposes to register, whether or not for its
own account, any shares of Common Stock or other equity interests in a public offering of such securities for cash, subject to certain limitations. In the event that the Company proposes to file
certain registration statements, the Company will promptly give the executive investors written notice of such registration and will include in the registration statement all of the Executive
Securities that each executive investor has requested in writing to be registered, subject to certain exceptions.

In
connection with Mr. Bottoli's employment with the Company, the Company entered into a Chief Executive Officer Stockholders Agreement, dated as of March 2, 2004 (the "CEO
Stockholders Agreement"), with the Equity Sponsors, Mr. Bottoli and Stonebridge, which includes terms substantially identical to the Executive Stockholders Agreement with respect to the Common
Stock issued upon conversion of the preferred stock that was held by Mr. Bottoli or Stonebridge and Common Stock issuable upon the exercise of options granted to any of Mr. Bottoli or
Stonebridge.

Ramesh Tainwala.Samsonite South Asia Pvt. Ltd. ("Samsonite South Asia") is a joint venture
that conducts the Company's manufacturing and sales activities in India. 60% of the equity of Samsonite South Asia is beneficially held by the Company, and the remaining 40% is held by
Dr. Ramesh Tainwala, Chief Operating Officer of Samsonite South Asia, by members of his family or

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by
companies with which he is affiliated (with Dr. Tainwala, collectively, the "Tainwala Associates"). During fiscal year 2007, Samsonite South Asia paid dividends of
$[    ] to the Tainwala Associates. During fiscal year 2007, Samsonite South Asia purchased approximately $2,174,000 of plastic sheets and components from a
corporation (the "Chemicals & Plastics Company") which is 44% owned by Dr. Tainwala and members of his family. The purchase price was determined by the Chemicals & Plastics
Company at its cost plus 15%, and is believed to be at market rates. During fiscal year 2007, Samsonite South Asia sold to the Chemicals & Plastics Company approximately $823,000 of
manufacturing materials used for making plastic sheets (the "Manufacturing Materials"). Samsonite South Asia sold the Manufacturing Materials to the Chemical & Plastics Company at its cost. The
purchase price was determined by Samsonite South Asia, and is believed to be at market rates. During fiscal year 2007, Samsonite South Asia paid to companies owned by Dr. Tainwala and his
family approximately $303,000 for rent or office space occupied by Samsonite South Asia. The rent is believed to be at market rates for comparable properties.

On
November 7, 2006, Samsonite Corporation, Dr. Ramesh Tainwala and Tainwala Family and Associates ("Tainwala F&A") entered into a joint venture agreement pursuant to which
they agreed to establish Samsonite Arabia FZCO, a free zone company in the Jebel Ali Free Zone in the Emirate of Dubai, United Arab Emirates. Samsonite Arabia FZCO subsequently changed its name to
Samsonite Middle East FZCO ("Samsonite Middle East"). Tainwala F&A is managed and controlled by the family of Dr. Ramesh Tainwala, the Chief Operating Officer of Samsonite South Asia. Samsonite
Middle East is owned 60% by Samsonite Corporation and 40% by Tainwala F&A. Samsonite Corporation and Tainwala F&A initially capitalised Samsonite Middle East with 300,000 United Arab Emirates Dirhams
(USD$81,744) and 200,000 United Arab Emirates Dirhams (USD$54,496), respectively. Samsonite Corporation granted Samsonite Middle East certain rights in respect of its patents, trademarks and
know-how for use pursuant to the terms and conditions of a license and distribution agreement between them dated November 7, 2006. Under the license and distribution agreement,
Samsonite Corporation is entitled to royalties of 5% of Samsonite Middle East's net outside sales, which will be calculated and paid each quarter.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit, Audit-Related, Tax and All Other Fees

The following table sets forth the aggregate fees for professional services by KPMG for the audit of the Company's annual financial statements for the fiscal
years ended January 31, 2007 and 2006:

Year ended January 31,2007

2006in thousandsAudit Fees(1)

$
1,896

1,825Audit-Related Fees(2)


2,818

71Subtotal


4,714

1,896Tax Fees(3)


86

200All Other Fees




Total

$
4,800

2,096


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Audit Committee Pre-Approval Policies and Procedures

Each year, the Audit Committee recommends to the Board of Directors the independent auditor's retention to audit the Company's financial statements. The Audit
Committee evaluates all other proposed engagements of the independent auditor, including the scope of the work proposed to be performed, and pre-approves or rejects each service, taking
into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent auditor's independence. In some cases,
pre-approval is provided by the full committee for up to a year, and relates to a particular category or group of services and is subject to a specific budget. In other cases, the chairman
of the Audit Committee has the delegated authority from the committee to pre-approve additional services, and such pre-approvals are then communicated to the full audit
committee. There is ade minimisexception to the pre-approval policy of the Audit Committee that operates to provide retroactive approval
for permissible non-audit services under certain circumstances. No services were provided by KPMG during 2007, 2006 or 2005 under such provision.

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PART IV

ITEM 15. EXHIBITS



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SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.

| |  | SAMSONITE CORPORATION
| |  | ---------------------
| |  | By:                  
| |  | Date: May 31, 2007   

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Exhibit Index

|Number |  | Exhibit Title                                                                                                                                     
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|31.1   |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.                                   
|31.2   |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.                                   
|32.1   |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2   |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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