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 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 hereto 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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o Incentive Stock Option (ISO)
1
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o Non-Incentive Stock Option
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Number of
Shares subject to Option:
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Option Exercise
Price per Share: 2
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Grant
Date:
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1
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ISOs may only
be granted to Employees of the Company or an Affiliate of the
Company that is a “parent corporation” or
“subsidiary corporation” within the meaning of
Section 424 of the Code.
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2
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The exercise
price must be at least 100% of the Fair Market Value on the Grant
Date; provided, however, that, any ISO awarded to a person owning
(within the meaning of Section 422 of the Code) stock
representing more than 10% of the combined voting power of all
classes of stock of the Company or any Affiliate of the Company,
the exercise price must be at least 110% of the Fair Market Value
on the Grant Date.
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Stock Option
Award Agreement [ Providing for the Withholding of
Shares to Satisfy Tax Liabilities ] (for U.S.
residents/taxpayers)
UTi Worldwide Inc.
2009 Long-Term Incentive Plan
Page 2
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Expiration
Date: 3
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o
years after Grant Date
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o 10 years after Grant Date
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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 5 of this Award Agreement and the terms of the
Plan. Fractional Shares may not be purchased.
4.
Special ISO Provisions . If designated as an ISO, the Option shall be
treated as an ISO to the extent allowable under Section 422 of
the Code, and shall otherwise be treated as a Non-ISO. If you sell,
transfer or otherwise dispose of Shares acquired upon the exercise
of an ISO within the earlier of 1 year from the date such
Shares were acquired or within 2 years from the Grant Date,
you agree to deliver a written report to the Company immediately
following the sale, transfer or other disposition of such Shares
detailing the net proceeds of such sale or disposition.
5.
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.
6.
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
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3
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In the case of
an ISO awarded to a person owning (within the meaning of
Section 422 of the Code) more than 10% of the combined voting
power of all classes of stock of the Company or of any Affiliate of
the Company, the term of the Option may not exceed 5 years
from the Grant Date.
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Stock Option
Award Agreement [ Providing for the Withholding of
Shares to Satisfy Tax Liabilities ] (for U.S.
residents/taxpayers)
UTi Worldwide Inc.
2009 Long-Term Incentive Plan
Page 3
Cause. The
number of unvested Shares underlying the Option which shall vest
and become exercisable will be equal to the number of Shares that
.
(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
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