NOTE:
Optional or alternative provisions are identified by
brackets
UTi WORLDWIDE INC.
2009 LONG-TERM INCENTIVE PLAN
Stock Option Award Agreement
[Providing for the Withholding of Shares to Satisfy Tax
Liabilities]
(for non-U.S. residents/taxpayers)
You (the “
Participant ”) are hereby awarded the following stock
option (the “ Option ”) to purchase Shares of
UTi Worldwide Inc. (the “ Company ”), subject to
the terms and conditions set forth in this Stock Option Award
Agreement (the “ Award Agreement ”) and in the
UTi Worldwide Inc. 2009 Long-Term Incentive Plan (the “
Plan ”), which is attached hereto as
Exhibit A . A summary of the Plan appears in the
Prospectus, which is attached as Exhibit B . You should
carefully review these documents, and consult with your personal
financial advisor, before exercising the Option.
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 Committee and
shall be final, conclusive and binding on all parties, including
you and your successors in interest. Capitalized terms are defined
in the Plan or in this Award Agreement.
1.
Variable Terms . The Option shall have, and be interpreted
according to, the following terms, subject to the provisions of the
Plan in all instances:
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Name of
Participant:
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Type of Stock
Option:
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þ
Non-Incentive Stock
Option
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Number of
Shares subject to Option:
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Option Exercise
Price per Share: 1
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Grant
Date:
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Expiration
Date: 2
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o ______ years after Grant Date
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o 10 years after Grant Date
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1
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The exercise
price must be at least 100% of the Fair Market Value on the Grant
Date.
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2
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The term of the
Option may not exceed 10 years from the Grant Date.
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Stock Option
Award Agreement [ Providing for the Withholding of
Shares to Satisfy Tax Liabilities ] (for non-U.S.
residents/taxpayers)
UTi Worldwide Inc.
2009 Long-Term Incentive Plan
Page 2
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[ Vesting Schedule:
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(Establishes the Participant’s
rights to exercise the Option with respect to the Number of Shares
stated above.)
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o
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______% on Grant Date.
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o
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______% on each of the ______ (#)
annual (______ quarterly/______ monthly) anniversary dates of the
Participant’s Continuous Service after the Grant
Date.
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o
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The
Participant may exercise the Option before vesting occurs, in
accordance with Section 5(c) of the Plan.
]
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2. Term
of Option . The term
of the Option will expire at 5:00 p.m. (E.D.T. or E.S.T., as
applicable) on the Expiration Date.
3. Manner
of Exercise . The
Option shall be exercised in the manner set forth in the Plan. The
amount of Shares for which the Option may be exercised is
cumulative; that is, if you fail to exercise the Option for all of
the Shares vested under the Option during any period set forth
above, then any Shares subject to the Option that are not exercised
during such period may be exercised during any subsequent period,
until the expiration or termination of the Option pursuant to
Sections 2 and 4 of this Award Agreement and the terms of the
Plan. Fractional Shares may not be purchased.
4.
Termination of Continuous Service . If your Continuous Service with the Company is
terminated for any reason, the Option shall terminate on the date
on which you cease to have any right to exercise the Option as
determined pursuant to Section 5(d) of the
Plan.
5.
Accelerated Vesting upon Termination without Cause or upon a
Change in Control.
(a) [
Unless otherwise provided in an employment or other similar
agreement between the Company or any of its Affiliates and you then
in effect, in the event your employment is terminated without Cause
at any time, then the unvested portion of the Option shall become
partially vested and exercisable immediately prior to the effective
date of your termination without Cause. The number of unvested
Shares underlying the Option which shall vest and become
exercisable will be equal to the number of Shares that
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(b) To the
extent that the Option is assumed or substituted by a Successor
Corporation, unless otherwise provided in an employment or other
similar agreement between the Company or any of its Affiliates and
you then in effect, in the event you are Involuntarily Terminated
on or within 12 months (or such other period set forth in any
applicable employment or similar agreement) following a Change in
Control, then the Option shall
. ]
6.
Non-Transferability; Designation of Beneficiary.
Except as set forth in
Section 11 of the Plan, the Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner
other than by will or by the laws of descent or distribution and
may only be exercised by you
Stock Option
Award Agreement [ Providing for the Withholding of
Shares to Satisfy Tax Liabilities ] (for non-U.S.
residents/taxpayers)
UTi Worldwide Inc.
2009 Long-Term Incentive Plan
Page 3
or your
guardian or personal representative during your life.
Notwithstanding the foregoing, but subject to the terms of this
Award Agreement and the Plan, following the execution of
this
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