exv10w1






Exhibit 10.1




AMENDMENT TO

EMPLOYMENT AGREEMENT




     THIS AMENDMENT (this “Amendment”) to Employment Agreement is entered into as of May 5, 2008 by
and between UTi, Services, Inc., a California corporation (the “Company”), and Matthys J. Wessels
(“Executive”). This Amendment amends the Employment Agreement (the “Employment Agreement”) dated
as of February 1, 2000 between the Company and Executive.



     WHEREAS, the parties desire to alter the form of Executive’s compensation under the Employment
Agreement, given Executive’s announced intention to retire in the foreseeable future, such that
Executive’s compensation for the remainder of the fiscal year ending January 31, 2009 shall be
limited to the option to purchase 26,091 of the Company’s ordinary shares, no par value (“Ordinary
Shares”) granted on April 14, 2008; and



     WHEREAS, the number of option shares granted to Executive was meant to approximate the value
of his base salary as of January 31, 2008 and was determined by dividing his base salary as of that
date (approximately $256,700) by the closing price of an Ordinary Share on the grant date, and
multiplying the number by 2.



     NOW, THEREFORE, in consideration of the foregoing and the promises and covenants set forth
below, the undersigned parties hereto agree as follows:


1. Modification to Section 5(a). The text of Section 5(a) of the Employment Agreement is
hereby amended and restated in its entirety to read as follows:





“Salary. For the period commencing May 1, 2008 and ending January 31, 2009,
Executive shall not receive or accrue a salary, but instead shall receive the compensation
described under Section 5(b).”


2. Modification to Section 5(b). The text of Section 5(b) of the Employment Agreement is
hereby amended and restated in its entirety to read as follows:





“Equity Based Compensation. Executive was granted an option to purchase 26,091
Ordinary Shares (the “Option”) on April 14, 2008, having an exercise price of $19.70 per
share and vesting in twelve equal monthly installments beginning with the month ending May
31, 2008. It is agreed and Executive hereby acknowledges that Executive’s compensation for
the period commencing May 1, 2008 and ending January 31, 2009 shall be limited to (i) the
award of the Option, and (ii) such other benefits, including vacation, reimbursements,
health and welfare benefits and automobile allowance, as may be provided pursuant to
Sections 5(c), 5(d), 5(e) and 5(f) below.”


3. Modification to Section 6(d)(2). The text of the first sentence of Section 6(d)(2) of
the Employment Agreement is hereby amended and restated in its entirety to read as follows:




     “If Executive’s employment is terminated pursuant to this Section 6(d), Executive shall be
entitled to receive (i) the Minimum Payments, and (ii) severance equal to twelve



 









 







(12) months
of Executive’s salary of $256,700 per annum in effect as of January 31, 2008.”


4. Modification to Section 6(e)(2). The text of the first sentence of Section 6(e)(2) of
the Employment Agreement is hereby amended and restated in its entirety to read as follows:





“If this Agreement is terminated by Executive for Good Reason pursuant to this Section 6(e),
Executive shall be entitled to receive (i) the Minimum Payments, and (ii) a severance equal
to twelve (12) months of Executive’s salary of $256,700 per annum in effect as of January
31, 2008.”


5. Modification to Section 6(f)(3). The text of the first sentence of Section 6(f)(3) of
the Employment Agreement is hereby amended and restated in its entirety to read as follows:





“If Executive’s employment is terminated under the provisions contained in this Section
6(f), Executive shall be entitled to receive (i) the Minimum Payments and (ii) severance
equal to twenty-four (24) months of Executive’s salary of $256,700 per annum in effect as of
January 31, 2008.”


6. Modifications and Conflicts. Except as expressly modified and supplemented herein, all
the terms and conditions of the Employment Agreement remain in full force and effect; provided
however, that in the event of a conflict between the provisions of the Employment Agreement and the
provisions of this Amendment, the provisions of this Amendment shall control.



7. Counterparts. This Amendment may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together will constitute one and the same
instrument.




(Signature Page Follows)




2









 








          IN WITNESS WHEREOF, the undersigned have duly executed this Amendment on the date first
written above.




	 	 	 	 	 
	 	“Company”



UTi, SERVICES, INC., a

California corporation

 	 
	 	By:  	/s/ Lance D’Amico
 	 
	 	 	Name:  	Lance D’Amico 	 
	 	 	Title:  	Senior Vice President — Enterprise Support
Services and Secretary 	 
	 
	 	“Executive”

 	 
	 	By:  	/s/ Matthys J. Wessels
 	 
	 	 	Name:  	Matthys J. Wessels