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EXHIBIT 10.29
UTi WORLDWIDE INC.
AMENDED AND RESTATED
2004 LONG-TERM INCENTIVE PLAN
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PERFORMANCE ENHANCEMENT AWARD AGREEMENT
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AWARD NO. ___________
You (the "Participant") are hereby awarded Performance Units
subject
to the terms and conditions set forth in this Performance
Enhancement Award
Agreement (the "Award") and in the UTi Worldwide Inc. 2004
Long-Term Incentive
Plan ("Plan"). A copy of the Plan is attached hereto as Exhibit A.
A summary of
the Plan appears in its Prospectus, which is attached as Exhibit B.
This Award
is conditioned on your execution of this Award and the
Non-Solicitation
Agreement attached hereto as Exhibit C. You should carefully review
these
documents, and consult with your personal legal and financial
advisor, in order
to assure that you fully understand the terms, conditions, and
financial
implications of this Award.
By executing these documents, you are agreeing to be bound
irrevocably
by all of their 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 by the Board of Directors of UTi Worldwide Inc.
("Board") or any
Committee appointed by the Board to administer the Plan, and shall
(unless
arbitrary and capricious) 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 OF YOUR AWARD. Your Award is being granted pursuant
to
Article 10(b) of the Plan as a "Performance Compensation Award,"
and shall have
the following terms; subject, if you are a "covered employee"
within the meaning
of Section 162(m) of the Code for a taxable year of the Company in
which a
Performance Period ends, to the Committee's interpretation of the
Plan and this
Award in any manner that the Committee may deem reasonably
necessary or
appropriate in order for this Award to satisfy the requirements
for
"performance-based compensation" within the meaning of Section
162(m)(4) of the
Code, and associated tax regulations and rulings:
<TABLE>
<S>
<C>
Name of Participant
________________________________________
Grant Date of Award
________________________________________
Maximum Number of Shares Subject to
Performance Units
_____________ ("Maximum Award"), which
(may not exceed 200,000)
equals 120% of the Target Award.
Target Number of Shares Subject to
Performance Units
______________ ("Target Award")
Performance Period
The 3-year period that that ends after the
Grant Date.
Performance Goals for each
To be determined by the Committee in its
discretion for each
</TABLE>
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Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 2
<TABLE>
<S>
<C>
Performance Period
Performance Period.
<NOTE: for Code 162(m) exemption, this must occur in
writing within first 3 months of each Performance
Period.>
Requirements for Vesting
Subject to acceleration pursuant to Section 2 below,
as of the last day of the Performance Period, you
shall become vested, with respect to the Target Number
of Performance Units subject to this Award, in the
following percentage that corresponds to your
achievement of the specified Performance Goals:
% Vesting
Performance Range Performance Level
---------
----------------- -----------------
0% < 80%
of target Below
minimum
80%
80% of target
Minimum
100% 100%
of target Target
120% 120%
of target
Maximum
In its sole and absolute discretion, the Committee
shall (i) determine the Performance Level and
Performance Range, and (ii) may adjust your vesting
percentage to take into account intermediate results
between Performance Levels, provided that your vesting
percentage shall under no event exceed 120%.
</TABLE>
If
the Performance Goals for any Performance Period are not satisfied,
the
Committee shall have the sole and absolute discretion, to be
exercised only in
writing, with respect to all or some of the Shares allocated to
that Performance
Period, either (i) to add those Shares to the Shares allocated to
one or more
future Performance Periods, or (ii) to determine that the
Performance Goals have
been satisfied with respect to such Shares, but only if you are not
a "covered
employee" within the meaning of Section 162(m) of the Code for a
taxable year of
the Company in which a Performance Period ends.
2.
ACCELERATED VESTING. If your Continuous Service ends due to your
death
or because you become Disabled, you will become partially vested in
the Shares
subject to this Award, provided that the Compensation Committee has
determined
that performance is on track to meet the Performance Goals (and
will forfeit all
other rights under this Award). The number of Shares in which your
interest
vests will be determined by multiplying the total number of Shares
subject to
this Award by a fraction having (a) a numerator equal to the number
of full
months of your Continuous Service after the Grant Date, and (b) a
denominator
equal to 36.
3.
CHANGE IN CORPORATE CONTROL. The provisions of this paragraph
shall
supersede any contrary or inconsistent provisions set forth in
Section 13 of the
Plan. In the event of a Change in Control that is a permissible
distribution
event under Code Section 409A(a)(2)(A)(v) (as determined by the
Committee in its
sole discretion), you will become partially vested in the Shares
subject to this
Award, to the extent allowable under Treasury Regulations under
Section 409A of
the Code and provided that the Compensation Committee of the Board
has
determined that the
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Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 3
organization is on track to meet the Performance Goals. The number
of Shares in
which your interest vests will be determined by multiplying the
total number of
Shares subject to this Award by a fraction having (a) a numerator
equal to the
number of full months of your Continuous Service between the Grant
Date and the
date of the Change in Control, and (b) a denominator equal to 36.
In addition,
if the unvested portion of this Award is assumed or substituted by
a Successor
Corporation in a Change in Control that is a permissible
distribution event
under Code Section 409A(a)(2)(A)(v) (as determined by the Committee
in its sole
discretion), and your employment is Involuntarily Terminated by the
Successor
Corporation in connection with, or within 12 months following
consummation of,
the Change in Control, then the number of remaining Shares in which
your
interest vests shall be determined by multiplying the total number
of Shares
subject to this Award by a fraction having (a) a numerator equal to
the lesser
of 12 and the number of months between the date of such termination
and the
third anniversary of the Grant Date, and (b) a denominator equal to
36;
provided, however, that the Committee may decide, in its sole and
absolute
discretion, to accelerate such vesting.
Notwithstanding the foregoing, if the Committee notifies you in
writing
within 25 months after a Change in Control that you have violated
the
Non-Solicitation Agreement attached as Exhibit C, the Company shall
have the
right to coincidentally redeem any Shares in which your rights
vested pursuant
to Section 2 hereof as a result of your retirement. The price
payable to redeem
such Shares will be U.S. $1.00 per Share, and the Company shall
enclose it with
the written notice referenced in the preceding sentence. By
executing this
Agreement, you agree to execute any document that the Company
considers
reasonably necessary or proper to consummate this redemption.
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 Performance Units. As soon as practicable after the
date on
which your Award vests in whole or in part, 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 Performance Unit. Fractional shares will not be issued, and
cash will be
paid in lieu thereof. Notwithstanding the foregoing, the Company
will not issue
Share certificates to you unless you have made arrangements
satisfactory to the
Committee to satisfy any applicable tax withholding
obligations.
5.
FAILURE OF VESTING RESTRICTIONS. By executing this Award, you
acknowledge and agree that:
(a)
if your Continuous
Service terminates under circumstances that do not
result in accelerated vesting pursuant to Section 2 above, you
will
irrevocably forfeit any and all rights under this Award, and
this
Award will immediately become null, void, and unenforceable;
and
(b)
if the Committee
determines that the Performance Goals for any
Performance
Period have not been fully satisfied, you will irrevocably
forfeit any and all rights with respect to the Performance
Units
attributable to that Performance Period.
6.
DIVIDENDS. When Shares are issued to you or your
duly-authorized
transferee pursuant to the vesting of the Shares underlying your
Performance
Units, you or your duly-
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Performance Enhancement Award
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Amended and Restated 2004 Long-Term Incentive Plan
Page 4
authorized transferee shall also be entitled to receive, with
respect to each
Share issued, an amount equal to any cash dividends (plus simple
interest at a
rate of five percent per annum, or such other reasonable rate as
the Committee
may determine) and a number of Shares equal to any stock dividends,
which were
declared and paid to the holders of Shares between the Grant Date
and the date
such Share is issued.
7.
VOTING. With respect to the Shares to be issued and held by you
pursuant
to this Award, you may not exercise voting rights until you become
the record
owner of the Shares.
8.
INVESTMENT PURPOSES. By executing this Award, you represent and
warrant
to the Company that any Shares issued to you pursuant to this Award
will be for
investment for your own account and not with a view to, for resale
in connection
with, or with an intent of participating directly or indirectly
in,
