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Exhibit 10.1
UTi WORLDWIDE INC.
NON-EMPLOYEE DIRECTORS SHARE OPTION PLAN
1. PURPOSE. The purpose of this Plan is to advance the interests
of
UTi Wordwide Inc., a British Virgin Islands corporation (the
"Company"), and its
shareholders ("Shareholders") by (a) encouraging increased share
ownership by
the Company's directors who are not employees of the Company or any
of its
subsidiaries, (b) enhancing the Company's ability to attract and
retain the
services of experienced, able and knowledgeable persons to serve as
directors
and (c) providing additional incentive for directors to contribute
their best
efforts to the Company's success.
2. NON-QUALIFIED STOCK OPTIONS. The options to be granted pursuant
to
this Plan ("Options" or, individually, an "Option") are
nonstatutory options and
are not intended to qualify as incentive stock options under
Section 422 of the
Internal Revenue Code of 1986, as amended.
3. ADMINISTRATION. This Plan shall be administered by the
Company's
Board of Directors (the "Board"). The Board shall have full
authority,
consistent with this Plan, to construe and interpret this Plan and
any
agreements defining the rights and obligations of the Company and
Eligible
Directors (as defined below) under the Plan, to promulgate, amend
and rescind
such rules and regulations with respect to this Plan as it deems
desirable and
to make all other determinations necessary or desirable for the
administration
of this Plan. All decisions, determinations and interpretations of
the Board
shall be binding upon all Eligible Directors, the Company and all
other
interested persons. The Board may, in its discretion, delegate any
or all of its
authority under the Plan to a committee consisting of two or more
directors of
the Company, so long as allowable under applicable law.
4. SHARES SUBJECT TO THE PLAN. The shares of stock to be issued
upon
the exercise of Options shall be authorized shares of the Company's
voting
ordinary shares ("Shares" or, individually, "Share"), either
previously unissued
or previously issued but reacquired by the Company. The aggregate
number of
Shares to be issued upon the exercise of Options granted under this
Plan shall
be one million two hundred thousand (1,200,000),(1) subject to
adjustment as
provided in Section 8 below. Any Share subject to an Option which
is cancelled
or terminated without having been exercised shall again be
available to be
awarded under this Plan.
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(1) On March 7, 2006,
the Board approved a 3-for-1 division of the Company's
ordinary shares of no par value (the "Stock Split"). Pursuant to
Section 8
of
the Plan, the number of ordinary shares authorized to be issued
under
the
Plan was automatically adjusted from 400,000 ordinary shares to
1,200,000 ordinary shares on March 27, 2006 as a result of the
Stock Split.
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5. GRANTING OF OPTIONS.
(a) Eligible Director. As used herein, "Eligible Director" means
any
of the Company's directors who are not employees of the Company or
any
subsidiary of the Company (collectively, "Eligible Directors" and,
individually,
an "Eligible Director").
(b) Initial Grants. The Company shall grant an initial Option
to
purchase twenty-two thousand eight hundred and ninety (9,000)(2)
shares to each
person who is an Eligible Director as of the date that this Plan is
approved by
the Board. Thereafter, the Company shall grant an initial Option to
purchase one
hundred fourteen thousand four hundred fifty (45,000)(2) shares to
each person
who becomes an Eligible Director after the date this Plan is
approved by the
Board (but, who previously has not been an Eligible Director under
this Plan),
which Option shall be granted on the date such person is first
elected or
appointed as a director.
(c) Automatic Grants. On the date of each annual meeting of
shareholders, commencing with the 2001 annual meeting, the Company
shall grant
an Option to purchase twenty-two thousand eight hundred and ninety
(9,000)(2)
shares to each Eligible Director as of the date of such meeting,
provided that
such Eligible Director continues as a director after such annual
meeting.
Notwithstanding the previous sentence, Eligible Directors who
received an
initial grant under Section 5(b) during the calendar year in which
such annual
meeting is held shall be ineligible for the automatic grant of
Options provided
for in this Section 5(c) in such year.
(d) No Option Grant Where Prohibited. No person shall be granted
an
Option under this Plan if at the time of such grant, the grant is
prohibited by
applicable law or by the policies of the employer of such person or
the policies
of any other company of which such person is a member of the board
of directors,
a general partner or a manager.
(e) Option Agreement. Each Option shall be evidenced by an
option
agreement executed by the Company and the Eligible Director
receiving such
Option. Each such agreement shall state the terms and conditions of
the grant,
not inconsistent with this Plan, as the Board in its sole
discretion shall
determine and approve.
(f) Option Price. The purchase price for each Share subject to
an
Option shall be its Fair Market Value (as defined in paragraph 5(g)
below)
determined as of the date such Option is granted (the "Grant
Date").
(g) Definition of Fair Market Value. For the purposes of this
Plan,
"Fair Market Value" as of a certain date (the "Determination Date")
means: (i)
the closing price of a share of the Company's voting ordinary
shares of no par
value on the New York Stock Exchange or the American Stock
Exchange
(collectively, the "Exchange"), on the Determination Date, or, if
shares were
not traded on the
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(2) Adjusted effective
March 27, 2006 to give effect to the Stock Split.
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Determination Date, then on the nearest preceding trading day
during which a
sale occurred; or (ii) if such stock is not traded on the Exchange
but is quoted
on NASDAQ or a successor quotation system, (A) the last sales price
(if the
stock is then listed as a National Market Issue under The Nasdaq
National Market
System) or (B) the mean between the closing representative bid and
asked prices
(in all other cases) for the stock on the Determination Date as
reported by
NASDAQ or such successor quotation system; or (iii) if such stock
is not traded
on the Exchange or quoted on NASDAQ but is otherwise traded in the
United States
over-the-counter, the mean between the representative bid and asked
prices on
such date in the United States over-the-counter market as reported
by the
National Quotation Bureau, Inc. or any successor organization; or
(iv) if
subsections (i)-(iii) do not apply, the fair market value
established in good
faith by the Board.
(h) Nontransferability. An Option shall be nonassignable and
nontransferable other than by will or the laws of descent and
distribution.
Notwithstanding the foregoing, Options may be transferred to an
Eligible
Director's family members who acquire the Options from the Eligible
Director
through a gift or a domestic relations order which meets the
requirements set
forth in general instruction a(5) of Form S-8 Registration
Statement under the
United States Security Act of 1933, as amended. In the event of an
Eligible
Director's death, an Option may be exercised by such director's
designated
beneficiary or, in the absence of such designation, by will or the
laws of
descent and distribution to the extent permitted by this Plan. An
Option shall
be nonassignable and nontransferable other than by will or the laws
of descent
and distribution. Notwithstanding the foregoing, Options may be
transferred to
an Eligible Director's family members who acquire the Options from
the Eligible
Director through a gift or a domestic relations order which meets
the
requirements
