Exhibit 10.8
UTi WORLDWIDE INC.
AMENDED AND RESTATED
2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN
Restricted Shares Award Agreement
and Section 83(b) Election Form
Award No. ___
You
(the “ Participant ”) are hereby awarded
Restricted Shares (the “ Award ”) subject to the
terms and conditions set forth in this Restricted Shares Award
Agreement (“the Award Agreement ”) and in the
UTi Worldwide Inc. Amended and Restated 2004 Non-Employee Directors
Share Incentive Plan (the “ Plan ”). By
executing this Award Agreement, you agree to be bound by all of the
Plan’s terms and conditions as if they had been set out
verbatim in this Award Agreement. In addition, you recognize and
agree that all determinations, interpretations, or other actions
respecting the Plan and this Award Agreement will be made by the
Board of Directors of UTi Worldwide Inc. (the “ Board
”) or a committee thereof which is delegated by the Board the
authority to administer the Plan, and shall be final, conclusive
and binding on all parties, including you and your successors in
interest. All terms herein that begin with initial capital letters
and not herein defined have the same meaning defined in the Plan,
unless the context clearly requires otherwise.
1. Specific Terms
. Certain terms of your Award are as follows:
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Name of
Participant
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Number of Restricted
Shares Subject to Award
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Grant Date
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_________ ___, 20___ |
2. Vesting . Your
Award shall vest and become non-forfeitable on the date immediately
preceding the next Annual Meeting, provided that on such date you
are then serving as an Eligible Director. Notwithstanding the
foregoing, in the event the date of the next Annual Meeting is
delayed by more than thirty (30) days from the first
anniversary of the Grant Date stated above, then your Award shall
become vested and non-forfeitable on such thirtieth day.
Notwithstanding the preceding sentences, your Award shall become
fully vested and non-forfeitable upon a Change in Control or upon
termination of your membership on the Board due to death or upon
such other circumstances that the Board may determine in its sole
discretion. If your Award does not become vested and
non-forfeitable pursuant to this paragraph 2, then the Award shall
be forfeited.
3. Cash Dividends
. If cash dividends are declared and paid by UTi Worldwide Inc.
(the “Company”) on outstanding Shares based on a record
date on or after the Grant Date stated above and prior to such time
as your Award becomes fully vested in accordance with paragraph 2
above, then you shall be entitled to receive an amount equal to the
per share cash dividend
UTi
Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive
Plan
Restricted Shares Award Agreement
Page 2
otherwise paid by the Company on outstanding Shares times the
number of Restricted Shares subject to this Award. Such amounts
shall be paid to you on or about the same time that cash dividends
are paid on outstanding Shares, and shall in no event be paid later
than the end of the calendar year in which such cash dividends are
declared and paid to by the Company, or, if later, the 15th day of
the 3rd month following the date that the cash dividends are
declared and paid by the Company.
4. Issuance of Restricted
Shares. The Company will issue stock certificates
evidencing the Restricted Shares granted by this Award and such
stock certificates will include a legend stating that they are
subject to the applicable restrictions.
5. Unvested Restricted
Shares . The Company or a third party that the
Company designates will hold all Restricted Shares in escrow until
vesting occurs. You will be reflected as the owner of record in the
Company’s Registry of Members of any Restricted Shares issued
pursuant to this Award. At the request of the Company, you must
deliver to the Company a stock power, endorsed in blank, with
respect to any such Restricted Shares. If you forfeit any
Restricted Shares, the stock power will be used to return the
certificates for the forfeited Restricted Shares to the transfer
agent for cancellation. As the owner of record of Restricted
Shares, you will be entitled to vote the Restricted Shares.
6. Issuance of
Unrestricted Shares upon Vesting . As soon as practicable
after your Award vests in accordance with paragraph 2 hereof, the
Company shall release to you, free from vesting restrictions, the
vested Restricted Shares granted pursuant to this Award.
7. Section
83(b) Election Notice . If you make an election
under Section 83(b) of the Internal Revenue Code of 1986, as
amended, with respect to the Shares underlying your Restricted
Shares (a “ Section 83(b) election ”), you
agree to provide a copy of such election to the Company within
10 days after filing that election with the Internal Revenue
Service. Exhibit A contains a suggested form of Section
83(b) election.
8. Severability .
Every provision of this Award Agreement is intended to be
severable, and if any provision of this Award is held by a court of
competent jurisdiction to be invalid and unenforceable, the
remaining provisions shall continue to be fully effective.
9. Notices . Any
notice or communication required or permitted to be given by any
provision of this Award
