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EXHIBIT 10.30
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. Amended and
Restated 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 (may not exceed
200,000)
_____________ ("Maximum Award"), which
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
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-----------------
-----------------
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 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 certified by the
Committee), you
will become partially vested in the Shares subject to this Award,
provided that
the Committee has determined that the 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
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Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 3
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.
If the unvested portion of this Award is assumed or substituted by
a Successor
Corporation in a Change in Control, 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 you shall
not become
fully vested in this Award unless the Committee provides you with
written notice
that the Committee has decided, 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
Section 10 below and 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-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.
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Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 4
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,
any
distribution of such Shares within the meaning of the Securities
Act of 1933, as
amended.
9.
SECTION 83(B) ELECTION NOTICE. If you provide the Company with
prior
written notice of your intention to make an election under Section
83(b) of the
Internal Revenue Code of 1986, as amended, with respect to the
Shares underlying
your Award (a "Section 83(b) election"), the Committee shall treat
your
Performance Units as Restricted Stock Units, and accordingly
convert your
Maximum Award of Performance Units into Restricted Shares, on a
one-for-one
basis, pursuant to the terms of (and in full satisfaction of) this
Award. You
agree to provide a copy of such election to the Company within 10
days after
filing that election with the Internal Revenue Service. Exhibit D
contains a
suggested form of Section 83(b) election. Any Restricted Shares
issued to you
pursuant to this Section 9 shall bear such legends as the Company
determines to
be appropriate until all vesting restrictions lapse and replacement
certificates
for unrestricted Shares are issued to you pursuant to Section 4 of
this Award.
10.
DEFERRAL ELECTION. At any time prior to the date that is six
months
before the end of the Performance Period, provided that you have
remained a
continuous employee of the Company since the date that the Pe
