NOTE:
Optional or alternative provisions are identified by
brackets
UTi WORLDWIDE INC.
2009 LONG-TERM INCENTIVE PLAN
Restricted Share Unit Award
Agreement
[Providing for the Withholding of Shares to Satisfy Tax
Liabilities]
(for non-U.S. residents/taxpayers)
You
(the “ Participant ”) are hereby awarded
Restricted Share Units subject to the terms and conditions set
forth in this Restricted Share Unit Award Agreement (“
Award ”) and in the UTi Worldwide Inc. 2009 Long-Term
Incentive Plan (“ 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 legal and financial advisors, in order to assure that you
fully understand the terms, conditions, and financial implications
of this Award before executing this Award.
By
executing this Award, 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. In addition, you recognize and agree that
all determinations, interpretations, or other actions respecting
the Plan and this Award 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.
1.
Specific Terms . This Award shall have, and be
interpreted according to, the following terms, subject to the
provisions of the Plan in all instances:
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Number of
Restricted Share Units Subject to Award
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Service
Requirements for Vesting
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Subject to
acceleration pursuant to Section 2 or Section 3 below and
to forfeiture pursuant to Section 5 below, your rights under
this Award shall become vested and non-forfeitable as follows:
[
. ]
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2.
Accelerated Vesting upon Death or Disability .
[ If your Continuous Service ends due to your death or
because you become Disabled, you will become partially vested in
the unvested Shares subject to this Award (and will forfeit all
other rights under this Award). The number of unvested Shares in
which your interest will vest will be equal to
. ]
Restricted
Share Unit 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
3.
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, you will become partially vested in the unvested
Shares subject to this Award (and will forfeit all other rights
under this Award). The number of unvested Shares in which your
interest will vest will be equal to
.
(b) To the
extent that this Award 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 this Award shall
. ]
4.
Satisfaction of Vesting Restrictions . No Shares will
be issued before you complete the requirements that are necessary
for you to vest in the Shares underlying your Restricted Share
Units. As soon as practicable after the date on which your Award
vests in whole or in part, but no later than the 15th day of the
third month following the calendar year in which vesting occurs,
the Company will issue to you or your duly-authorized transferee,
free from vesting restrictions (but subject to such legends as the
Company determines to be appropriate), one Share for each vested
Restricted Share Unit [ , less the number of Shares
cancelled by the Company in connection with the payment of
withholding taxes as provided for in Section 18 below ]
. Fractional shares (including fractional shares resulting from
Section 6 of this Award) will not be issued, and cash shall be
paid in lieu thereof. Certificates shall not be delivered to you
unless you have made arrangements satisfactory to the Committee to
satisfy tax-withholding obligations.
5.
Failure of Vesting Restrictions . By executing this
Award, you acknowledge and agree that if your Continuous Service
terminates prior to the date that you satisfy the vesting
requirements for unvested Shares set forth in Section 1 of
this Award (and subject to any accelerated vesting pursuant to
Sections 2 or 3 above), you will irrevocably forfeit any and
all rights to unvested Shares under this Award, and this Award with
respect to such unvested Shares will immediately become null, void,
and unenforceable.
6.
Dividends . Whenever Shares are deliverable to you or
your duly-authorized transferee pursuant to the vesting of the
Shares underlying your Restricted Share Units, you or your
duly-authorized transferee shall also be entitled to receive, with
respect to each Share then vesting [ (including Shares
cancelled by the Company in connection with the payment of
withholding taxes as provided for in Section 18 below)
] a number of additional Shares equal to the sum
of:
(i) any per-Share
dividends which were declared and paid in Shares to the
Company’s shareholders of record between the Grant Date and
the date Shares are delivered to you or your duly authorized
transferee pursuant to the particular vesting event for this Award;
and
Restricted
Share Unit Award Agreement [ Providing for the Withholding
of
Shares to Satisfy Tax Liabilities ] (for non-U.S.
residen
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