Exhibit 10.28
UTi WORLDWIDE INC.
2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE
PLAN
_____________________________
Deferral and Distribution Election
Form
_____________________________
AGREEMENT , made this ___day of
, ___, by and between me, as a participant in the UTi Worldwide
Inc. 2004 Non-Employee Directors Share Incentive Plan (the
“Plan”), and UTi Worldwide Inc. (the
“Company”). This Agreement shall control the
distribution of any of the Company’s ordinary shares
(“Shares”) that I become entitled to receive pursuant
to my Restricted Share Unit Award Agreement (the “Award
Agreement”) having a grant date of
___, 20___(the “Grant Date”). We agree that any term
that begins herein with initial capital letters shall have the
special meaning defined in the Plan or the Award Agreement, unless
the context clearly requires otherwise.
*** Same Calendar Year Election Requirement *** . I
understand and agree that this election will be ineffective if it
is made in a calendar year other than the one in which the Grant
Date occurred, unless I have just become an Eligible Director. If I
have just become an Eligible Director, I understand that this
election will be effective with respect to the remainder of this
calendar year only if I make this election not later than the
thirtieth day after I first became an Eligible Director.
1.
Deferral Election . Pursuant to Section 6 of the Award
Agreement, I hereby irrevocably elect to defer the receipt
of ___% of the Shares that would otherwise be issued to me at any
time and from time to time pursuant to the Award Agreement. I
recognize and agree that the Company will establish an Account for
me under the Plan, and will credit that account pursuant to
Section 7 of the Plan with Deferred Share Units, on a
one-to-one basis with my Restricted Share Units, as my interest in
them vests.
2.
Nature of Distribution . I recognize that distributions in
respect of my Account will be made: in the form of (a) one
Share for each Deferred Share Unit credited to my Account, and
(b) a cash payment with respect to each Share that I receive
pursuant to paragraph 2(a) hereof, in an amount equal to the cash
dividends declared and paid on the Company’s outstanding
Shares between the Grant Date and the issuance of the Share to me.
Cash shall also be paid in lieu of fractional Shares.
3.
Timing and Manner of Distributions . I hereby elect to
commence receiving distributions from my Account in the following
manner:
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three (3) substantially equal
installment distributions to be made before the last day of each of
the three (3) calendar years following the date that my
membership on the board terminates (such date being the cessation
of my “Continuous Service”).
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