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Mr. William T. Gates
UTi Integrated Logistics
700 Gervais Street, Suite 100
Columbia, SC 29201
Reference is
made to the amended and restated employment agreement between you
and UTi, Services, Inc. (together with its affiliates, the
“Company”) dated October 1, 2008 (the
“Employment Agreement”). All capitalized terms used but
not defined herein have the meaning set forth in the Employment
Agreement.
Pursuant to the
terms of the Employment Agreement, unless neither party gives a
Non-Renewal Notice, your employment agreement is scheduled to
expire on January 31, 2011 (the actual date of termination,
whether on January 31, 2011, or thereafter, is referred to in
this letter as the “Termination Date”). Following the
Termination Date, (a) all outstanding but unvested stock
options, Retention RSUs and Performance RSUs held by you as of the
Termination Date will continue to vest in accordance with their
terms if all of the following conditions are met: (1) you
fulfill all obligations under the Employment Agreement through the
Termination Date, (2) you continue to have a formal
relationship with the Company (whether as an employee (in whatever
capacity), consultant or other recognized capacity) after the
Termination Date and (3) you abide by all the covenants set
forth in the Employment Agreement that are intended to survive the
termination of the Employment Agreement (including but not limited
to the confidentialit
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