exv10w4







Exhibit 10.4




UTi WORLDWIDE INC.




AMENDED AND RESTATED

2004 LONG-TERM INCENTIVE PLAN




 






Performance Enhancement Award Agreement

Providing for Withholding of Vested Shares to Satisfy Tax Liabilities




 






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 advisors, 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 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 Board of Directors of UTi Worldwide Inc. (“Board”) or any Committee
appointed by the Board to administer the Plan, 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 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:



	 	 	 
	Name of Participant
	 	 
	 
	 	 
	Grant Date of Award
	 	 
	 
	 	 
	Maximum Number of
Shares Subject to
Performance Units

	 	
____________ (“Maximum Award”), which equals ___% of the Target
Award.
	 
	 	 
	Target Number of Shares

Subject to Performance
Units

	 	
____________ (“Target Award”)
	 
	 	 
	Performance Period

	 	[Three] fiscal years ended January 31, 20__
	 
	 	 
	Eligibility Thresholds
and

	 	The Eligibility Thresholds and Performance Goals based on






 









 







Performance Enhancement Award

Providing for Withholding of Vested Shares to Satisfy Tax Liabilities

UTi Worldwide Inc.

Amended and Restated 2004 Long-Term Incentive Plan

Page 2




	 	 	 
	Performance Goals

	 	[free cash flow] and [earnings per share] set forth on Schedule I attached
hereto.
	 
	 	 
	Vesting Date

	 	[April 30, 20__]
	 
	 	 
	Requirements for Vesting

	 	Provided that all Eligibility Thresholds have been met or exceeded, as
of the Vesting Date (subject to acceleration pursuant to Section 2 or
Section 3 below), 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 Percentage	 	Performance Range	 	Performance Level
	   0%
	 	< ___% of target
	 	Below minimum
	___%
	 	   ___% of target
	 	Minimum
	___%
	 	   ___% of target
	 	Target
	[100 to 150]%
	 	   ___% of target
	 	Maximum






     2. Accelerated Vesting. The provisions of this Section 2 shall apply in the event your
Continuous Service ends prior to the Vesting Date due to your death, Disability or termination
without Cause (as defined below)(any such event, a “Triggering Event”). Provided that, as of the
last day of the Company’s most recently completed fiscal year prior to the date of any Triggering
Event, the Company has achieved (i) all Eligibility Thresholds for the fiscal years completed prior
to the date of the Triggering Event, and (ii) at least the “Minimum” Performance Level in the table
included under “Requirements for Vesting” in Section 1 above for the fiscal years completed prior
to the date of the Triggering Event, you will become partially vested in the Shares subject to this
Award on the date of the Triggering Event as set forth below and will forfeit all other rights
under this Award. For purposes of clauses (i) and (ii) above, in the event any Eligibility
Thresholds and/or Performance Goals contemplate the attainment of an absolute dollar amount or
other similar goal over the entire Performance Period, then such Eligibility Thresholds and/or
Performance Goals shall be pro rated by a fraction having (a) a numerator equal to the number of
fiscal years in the Performance Period completed prior to the Triggering Event, and (b) a
denominator equal to the total number of fiscal years in the Performance Period. In the event the
Company fails to complete the first fiscal year in the Performance Period prior to the Triggering
Event, the Company will be deemed to have met all Eligibility Thresholds and achieved the “Target”
Performance Level in the table included under “Requirements for Vesting” in Section 1 above. The
number of Shares in which your interest vests pursuant to this Section 2 will be determined by the
product of (x) the Target Award; and (y) your vesting percentage (determined by applying the
Performance Level calculated under this Section 2 using the table included under “Requirements for
Vesting” in Section 1 above); and (z) 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 the total
number of months from the Grant Date to the Vesting Date.



2









 






Performance Enhancement Award

Providing for Withholding of Vested Shares to Satisfy Tax Liabilities

UTi Worldwide Inc.

Amended and Restated 2004 Long-Term Incentive Plan

Page 3




          The term “Cause” shall have the meaning set forth in any then effective employment, consultant
or other such agreement between you and the Company. In the absence of such an agreement, “Cause”
shall have the meaning set forth in the Plan.




     3. Change in Corporate Control. In the event you experience an Involuntary Termination in
connection with, or within 12 months following consummation of, a Change in Control, provided that
as of the last day of the Company’s most recently completed fiscal year prior to the date of your
Involuntary Termination, the Company had achieved (i) all Eligibility Thresholds for the fiscal
years completed prior to the date of your Involuntary Termination, and (ii) at least the “Minimum”
Performance Level in the table included under “Requirements for Vesting” in Section 1 above for the
fiscal years completed prior to the date of your Involuntary Termination, you will become vested in
the Shares subject to this Award as set forth below and will forfeit all other rights under this
Award. For purposes of clauses (i) and (ii) above, in the event any Eligibility Thresholds and/or
Performance Goals contemplate the attainment of an absolute dollar amount or other similar goal
over the entire Performance Period, then such Eligibility Thresholds and/or Performance Goals shall
be pro rated by a fraction having (a) a numerator equal to the number of fiscal years in the
Performance Period completed prior to the Involuntary Termination, and (b) a denominator equal to
the total number of fiscal years in the Performance Period. In the event the Company fails to
complete the first fiscal year in the Performance Period prior to the Involuntary Termination, the
Company will be deemed not to have achieved the “Minimum” Performance Level in the table included
under “Requirements for Vesting” in Section 1 above. The number of Shares in which your interest
vests will be determined by the product of (x) the Target Award; and (y) your vesting percentage
(determined by applying the Performance Level calculated under `this Section 3 using the table
included under “Requirements for Vesting” in Section 1 above).



     4. If you have entered into an employment agreement with the Company and such employment
agreement entitles you to receive additional severance payments upon a termination by you of your
employment for “Good Reason” (as defined in such employment agreement) following a Change in
Control, then for purposes of Section 3 the term “Involuntary Termination” shall be deemed to
include your ability to terminate for “Good Reason” as defined in your employment agreement. To
the extent there is a conflict between any of the provisions contained in the definition of the
term “Good Reason” in your employment agreement and the term “Involuntary Termination” as defined
in the Plan, then the provisions in the definition of the term “Good Reason” contained in your
employment agreement shall prevail and the definition of the term “Involuntary Termination” for
purposes of this Award shall be deemed to be modified and construed so that such provisions shall
be consistent with the prevailing provisions found in the term “Good Reason” in your employment
agreement. If you have not entered into an employment agreement with the Company that entitles you
to receive additional severance payments upon a termination by you of your employment for “Good
Reason” following a Change in Control, then the term “Involuntary Termination” for purposes of this
Award shall have the meaning set forth in the Plan. The provisions of Section 3 shall supersede
any contrary or inconsistent provisions set forth in Section 13(c) of the Plan.



     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



3









 






Performance Enhancement Award

Providing for Withholding of Vested Shares to Satisfy Tax Liabilities

UTi Worldwide Inc.

Amended and Restated 2004 Long-Term Incentive Plan

Page 4



pursuant to Section 3 hereof. 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.




     5. 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, but no later than
the 15th day of the third month following the calendar year in which the vesting occurs, the
Company will issue to you or your duly-authorized transferee, free from vesting restrictions (but
subject to Section 11 below and to such legends as the Company determines to be appropriate), one
Share for each vested Performance Unit, less the number of Shares cancelled by the Company in
connection with the payment of withholding taxes as provided for in Section 19 below. 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.



     6. 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 or Section 3 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.





     7. 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, the “Dividend Equivalents”
applicable to such Share. The term “Dividend Equivalents” shall mean, with respect to each Share
so issued and with respect to each Share cancelled by the Company in connection with the payment of
withholding taxes as provided in Section 19 below, 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 or cancelled.



     8. 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.



     9. 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



4









 






Performance Enhancement Award

Providing for Withholding of Vested Shares to Satisfy Tax Liabilities

UTi Worldwide Inc.

Amended and Restated 2004 Long-Term Incentive Plan

Page 5



indirectly in, any distribution of such Shares within the meaning of the Securities Act of
1933, as amended.




     10. 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. If you make a Section
83(b) election, then you will be responsible for the satisfaction of all taxes that arise as a
result of the election and you acknowledge that none of your Shares subject to this Award have
vested as of the time of such Section 83(b) election. Any Restricted Shares issued to you pursuant
to this Section 10 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 5 of this Award.



     11. Deferral Election. At any time prior to the date that is both six months before the end
of the Performance Period and before the Award’s Performance Goals become readily ascertainable,
provided that you have remained a continuous employee of the Company since the date that the
Performance Goals were established by the Committee through the date of an election under this
paragraph 11, you may irrevocably elect to defer the receipt of all or a percentage of the Shares
that would otherwise be issued to you on the vesting of this Award. A copy of the form which you
may use to make a deferral election is attached hereto as Exhibit E. Notwithstanding the
foregoing, Shares which have been subject to a Section 83(b) election are not eligible for
deferral.



     12. Not a Contract of Employment. By executing this Award, you acknowledge and agree that (i)
any person who is terminated before full vesting of an award, such as the one granted to you by
this Award, could claim that he or she was terminated to preclude vesting; (ii) you promise never
to make such a claim; (iii) nothing in this Award or the Plan confers on you any right to continue
an employment, service or consulting relationship with the Company, nor shall it affect in any way
your right or the Company’s right to terminate your employment, service, or consulting relationship
at any time, with or without Cause; and (iv) the Company would not have granted this Award to you
but for these acknowledgements and agreements.



     13. Severability. Subject to one exception, every provision of this Award and the Plan is
intended to be severable, and if any provision of the Plan or this Award is held by a court of
competent jurisdiction to be invalid and unenforceable, the remaining provisions shall continue to
be fully effective. The only exception is that this Award shall be unenforceable if any provision
of the preceding section is illegal, invalid, or unenforceable.



     14. Notices. Any notice or communication required or permitted by any provision of this Award
to be given to you shall be in writing and shall be delivered personally or sent by certified mail,
return receipt requested, addressed to you at the last address that the Company had for you on its
records. Each party may, from time to time, by notice to the other party hereto, specify a new



5









 






Performance Enhancement Award

Providing for Withholding of Vested Shares to Satisfy Tax Liabilities

UTi Worldwide Inc.

Amended and Restated 2004 Long-Term Incentive Plan

Page 6




address for delivery of notices relating to this Award. Any such notice shall be deemed to be
given as of the date such notice is personally delivered or properly mailed.



     15. Binding Effect. Every provision of this Award shall be binding on and inure to the
benefit the parties’ respective heirs, legatees, legal representatives, successors, transferees,
and assigns.



     16. Headings. Headings shall be ignored in interpreting this Award.



     17. Counterparts. This Award may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, but all such counterparts shall
together constitute the same instrument.



     18. Plan Governs. By signing this Award, you acknowledge that you have received a copy of the
Plan and that your Award is subject to all the provisions contained in the Plan, the provisions of
which are made a part of this Award and your Award is subject to all interpretations, amendments,
rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan.
In the event of a conflict between the provisions of this Award and those of the Plan, the
provisions of the Plan shall control. In addition, you recognize and agree that all
determinations, interpretations or other actions respecting the Plan and this Award may be made by
the Board or the Committee in their sole and absolute discretion, and that such determinations,
interpretations or other actions are (unless arbitrary and capricious) final, conclusive and
binding upon all parties, including you, your heirs, and representatives.



     19. Taxes. By signing this Award, you acknowledge that you shall be solely responsible for
the satisfaction of any federal, state, province, or local taxes that may arise with respect to
this Award (including, if you are subject to taxation in the United States, any taxes arising under
Sections 409A or 4999 of the Code, except to the extent otherwise specifically provided in a
written agreement with the Company). If the Company is obligated to withhold an amount on account
of any federal, state, province or local tax imposed as a result of the grant of the Performance
Units or as a result of the issuance of the underlying Shares (the date upon which the Company
becomes so obligated shall be referred to herein as the “Withholding Date”), then you shall pay to
the Company the minimum aggregate amount that the Company is obligated to withhold as such amount
shall be determined by the Company in its discretion (the “Minimum Withholding Liability”), which
payment shall be made by the automatic cancellation by the Company of a number of vested Shares
subject to this Award, the aggregate Fair Market Value of which is equal to the Minimum Withholding
Liability (such cancelled vested Shares to be valued on the basis of the aggregate Fair Market
Value thereof on the Withholding Date, plus the value on the Withholding Date of the Dividend
Equivalents associated with such Shares); provided that the number of vested Shares so cancelled
will be rounded up to the nearest whole Share sufficient to satisfy the Minimum Withholding
Liability, with cash being paid to you in an amount equal to the amount by which the Fair Market
Value of such cancelled Shares and associated Dividend Equivalents exceeds the Minimum Withholding
Liability. If the Fair Market Value of the vested Shares subject to this Award is less than the
Minimum Withholding Liability, then you shall pay to the Company in cash the difference between the
Minimum Withholding Liability and the Fair Market Value of the vested Shares subject to this Award,
if any. Notwithstanding the foregoing, in the event you make a Section 83(b) election, then you
shall promptly pay in cash the Minimum Withholding Liability to the Company. Neither the Company



6









 






Performance Enhancement Award

Providing for Withholding of Vested Shares to Satisfy Tax Liabilities

UTi Worldwide Inc.

Amended and Restated 2004 Long-Term Incentive Plan

Page 7




nor the Committee shall have any obligation whatsoever to pay such taxes, to prevent you from
incurring them, or to mitigate or protect you from any such tax liabilities. Nevertheless, if your
payments or benefits pursuant to Section 9 of the Plan and Section 11 of this Award as a result of
your termination of Continuous Service constitute “nonqualified deferred compensation” within the
meaning of Section 409A, payment of such amounts shall not commence until you incur a Separation
from Service. If, at the time of your Separation from Service, you are a “specified employee”
(under Code Section 409A), any amount that constitutes “nonqualified deferred compensation” within
the meaning of Code Section 409A that becomes payable to you on account of your Separation from
Service (including any amounts payable pursuant to the preceding sentence) will not be paid until
after the end of the sixth calendar month beginning after your Separation from Service (the “409A
Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, you shall
be paid a lump sum payment in cash equal to any payments delayed because of the preceding sentence,
together with interest on them for the period of delay at a rate not less than the average prime
interest rate published in the Wall Street Journal on any day chosen by the Board during that
period. Thereafter, you shall receive any remaining benefits as if there had not been an earlier
delay.



[signature page follows]




7









 









Performance Enhancement Award

Providing for Withholding of Vested Shares to Satisfy Tax Liabilities

UTi Worldwide Inc.

Amended and Restated 2004 Long-Term Incentive Plan

Page 8




     BY YOUR SIGNATURE BELOW, along with the signature of the Company’s representative, you and the
Company agree that this Award is being made under and governed by the terms and conditions of the
Plan.



	 	 	 	 	 	 
	 	UTi WORLDWIDE INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 
	     The undersigned Participant hereby accepts the terms of this Award and the Plan. 
	 	 	 	 	 	 
	 	By:  	 	 
	 	 	 	 	 
	 	Name of Participant: 	 	 



8









 







	 	 	 	 	 



UTi WORLDWIDE INC.

AMENDED AND RESTATED

2004 LONG-TERM INCENTIVE PLAN




Exhibit A




Plan Document














 






UTi WORLDWIDE INC.

AMENDED AND RESTATED

2004 LONG-TERM INCENTIVE PLAN




Exhibit B




Prospectus




2









 






UTi WORLDWIDE INC.

AMENDED AND RESTATED

2004 LONG-TERM INCENTIVE PLAN




Exhibit C




Non-Solicitation Agreement














 






UTi WORLDWIDE INC.

AMENDED AND RESTATED

2004 LONG-TERM INCENTIVE PLAN




Exhibit D




Section 83(b) Election Form




          Attached is an Internal Revenue Code Section 83(b) Election Form. If you wish to make a
Section 83(b) election, you must do so within 30 days after the date the Restricted Shares covered
by the election were transferred to you. In order to make the election, you must completely fill
out the attached form and file one copy with the Internal Revenue Service office where you file
your tax return. In addition, one copy of the statement also must be submitted with your income
tax return for the taxable year in which you make this election. Finally, you also must submit a
copy of the election form to the Company within 10 days after filing that election with the
Internal Revenue Service. A Section 83(b) election normally cannot be revoked.















 









UTi WORLDWIDE INC.




 





Election to Include Value of Restricted Shares in Gross Income

in Year of Transfer Under Internal Revenue Code Section 83(b)




 






            Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect within 30 days after
receiving the property described herein to be taxed immediately on its value specified in item 5
below.




	1.	 	My General Information:





	 	 	 
	Name:
	 	 
	 
	 
	Address:
	 	 
	 
	 
	 
	 
	 
	S.S.N.
	 	 
	or T.I.N.: 
	 	 
	 
	 






	2.	 	Description of the property with respect to which I am making this election:







_______________ ordinary shares of
______ stock of UTi Worldwide Inc.
(the “Restricted Shares”).




	3.	 	The Restricted Shares were transferred to me on _______________
 ___, 20__. This election
relates to the 20___ calendar taxable year.
	 
	4.	 	The Restricted Shares are subject to the following restrictions:






The Restricted Shares are forfeitable until they are earned in accordance with the
applicable terms and conditions of the UTi Worldwide Inc. Amended and Restated 2004
Long-Term Incentive Plan (“Plan”) and my Performance Enhancement Award
Agreement (“Award”). The Restricted Shares generally are not transferable
until my interest becomes vested and nonforfeitable, pursuant to the Award and the
Plan.




	5.	 	Fair market value:






The fair market value at the time of transfer (determined without regard to any
restrictions other then restrictions which by their terms never will lapse) of the
Restricted Shares with respect to which I am making this election is $_________ per
share.













 







	6.	 	Amount paid for Restricted Shares:






The amount I paid for the
Restricted Shares is $______ per share.




	7.	 	Furnishing statement to employer:






A copy of this
statement has been furnished to my employer, ____________. If the
transferor of the Restricted Shares is not my employer, that entity also has been
furnished with a copy of this statement.




	8.	 	Award or Plan not affected:






Nothing contained herein shall be held to change any of the terms or conditions of
the Award or the Plan.



Dated: ____________
 ___, 20__.





 
Taxpayer
















 





UTi WORLDWIDE INC.

AMENDED AND RESTATED

2004 LONG-TERM INCENTIVE PLAN




Exhibit E




Deferral and Distribution Election Form




     Attached is the form you may use if you wish to defer the receipt of all or a percentage of
the Shares that would otherwise be issued to you from the vesting of your Award. You must submit a
copy of the Deferral Election Form executed by you to the Company as provided for in the form. An
election to defer receipt of your Shares may not be revoked.



     You are advised to consult with your individual tax advisor with respect to the tax
consequences related to your Award and any elections you may make to defer the receipt of Shares.



 









 





UTi WORLDWIDE INC.

AMENDED AND RESTATED

2004 LONG-TERM INCENTIVE PLAN




 






Deferral and Distribution Election




 






     AGREEMENT, made this ___ day of _________, ______, by and between me, as a participant in the UTi
Worldwide Inc. Amended and Restated 2004 Long-Term Incentive Plan (the “Plan”), and UTi Worldwide
Inc. (the “Company”). This Agreement shall control the distribution of any of the Company’s
ordinary shares (“Shares”) that I become entitled to receive pursuant to my Performance Enhancement
Award Agreement having a grant date of ____________ ___, ______ (the “Award Agreement”). We agree
that any term that begins herein with an initial capital letter shall have the special meaning
defined in the Plan or the Award Agreement, unless the context clearly requires otherwise. 



     *** Election Timing Requirement ***. I understand and agree that this election will be
ineffective if it is either made after the date that is six months prior to the end of the
Performance Period or made after the date that the Performance Goals have become readily
ascertainable.



     1. Deferral Election. Pursuant to Section 11 of the Award Agreement, I hereby
irrevocably elect to defer the receipt of ______% of the Shares that would otherwise be issued to me
at any time or from time to time pursuant to the Award Agreement. I recognize and agree that the
Company will establish an Account for me under the Plan, and will credit that Account with Deferred
Share Units pursuant to Section 9 of the Plan.



     2. Nature of Distribution. I recognize that distributions from my Account will be
made in the form of (i) one Share for each Deferred Share Unit credited to my Account, and (ii)
with respect to each Share issued to me, a cash payment equal to any cash dividends (plus simple
interest at 5% per annum), and additional Shares representing any Share dividends, that were
declared and paid to holders of Shares between the Grant Date and the date such Share is issued to
me.



     3. Timing and Form of Distributions. I hereby elect to commence receiving
distributions from my Account on the earliest of the events checked in the table on the
following page:



 









 






	 	 	 	 	 	 	 	 	 
	Event	 	Form of Distribution	 	Time of Distribution
	 
	 	 	 	 	 	 	 	 
	__ Death

	 	o
	One lump sum distribution.
	 	o
	Within 60 days.
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	Substantially equal annual
payments over a period of ___ years
(up to 10).
	 	o


o
	The next January 1st.


Other:____________.
	 
	 	 	 	 	 	 	 	 
	__ Disability

	 	o
	One lump sum distribution.
	 	o
	Within 60 days.
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	Substantially equal annual
payments over a period of ___ years
(up to 10).
	 	o


o
	The next January 1st.



Other:____________.
	 
	 	 	 	 	 	 	 	 
	__ Other Separation
from Service*

	 	o
	One lump sum distribution.
	 	o
	Within 60 days.
	 

	 	o
	Substantially equal annual
payments over a period of ___ years
(up to 10).
	 	o


o
	The next January 1st. 


Other:____________.
	 
	 	 	 	 	 	 	 	 
	__ Change in
Control that is a
permissible
distribution event
under Section
409A(a)(2)(A)(v) of
the Code

	 	o


o
	One lump sum distribution. 


Substantially equal annual
payments over a period of ___ years
(up to 10).
	 	o


o


o
	Within 60 days. 


The next January 1st. 


Other:____________.
	 
	 	 	 	 	 	 	 	 
	__ Unforeseeable
emergency under
Section
409A(a)(2)(B)(ii)
of the Code

	 	 ̈


 ̈
	One lump sum distribution. 


Substantially equal annual
payments over a period of ___ years
(up to 10).
	 	 ̈


 ̈


 ̈
	Within 60 days. 


The next January 1st.


 Other:____________.
	 
	 	 	 	 	 	 	 	 
	___ Specified Date	 	 ̈	One lump sum distribution.	 	Date: _________ ______, ______.
	 
	 	 	 	 	 	 	 	 
	 

	 	 ̈
	Substantially equal annual
payments over a period of ___ years
(up to 10).	 	 	 	 





 




			
	*	 	Notwithstanding anything to the contrary on this Deferral and Distribution Election Form, I
understand that if I am a “specified employee” within the meaning of Code Section 409A at the time
of my Separation from Service, payments to me on account of my Separation from Service Shall be
delayed until the end of the 409A Suspension Period pursuant to Section 11(d) of the Plan and
Section 19 of the Award Agreement.






 









 





     4. Form of Payment to Beneficiary. In the event of my death before collecting all of
my Account, any remaining portion of my Account shall be distributed to my beneficiary or
beneficiaries named below in the following manner—




	 	o	 	in a single lump sum to be distributed within 60 days following my death.
	 
	 	o	 	in accordance with the payment schedule selected in paragraph 3 hereof
(with payments made as though I survived to collect all benefits, and as
though I terminated service on the date of my death if payments had not
already begun).





     5. Designation of Beneficiary. In the event of my death before I have collected all of
my Account, I hereby direct that my beneficiaries shall be as follows:



     a. Primary Beneficiary. I hereby designates the person(s) named below to be my
primary beneficiary and to receive the balance of any unpaid portion of my Account.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of	 	Social Security	 	 	 	 	 	Percentage of
	Primary Beneficiary	 	Number	 	Mailing Address	 	Death Benefit
	 
	 	 	 	 	 	 	 	 	 	 	%	 
	 
	 	 	 	 	 	 	 	 	 	 	%	 






     b. Contingent Beneficiary. In the event that a primary beneficiary or beneficiaries
named above are not living at the time of my, I hereby designate the following person(s) to be my
contingent beneficiary for purposes of the Plan:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of	 	Social Security	 	 	 	 	 	Percentage of
	Contingent Beneficiary	 	Number	 	Mailing Address	 	Death Benefit
	 
	 	 	 	 	 	 	 	 	 	 	%	 
	 
	 	 	 	 	 	 	 	 	 	 	%	 






     6. Effect of Elections. I understand and acknowledge that the election made in
paragraph 1 hereof shall be irrevocable, and the elections in paragraphs 4 and 5 shall be revocable
until my death, at which time they become irrevocable.



     7. Changing of Elections. The elections made in paragraph 3 hereof may be changed by
submitting an effective superseding election if such superseding election (i) is effective on or
after the first day of the 13th month after I make such superseding election, (ii) I make the
election at least 12 months prior to the date that the Shares would have been distributed (or begun
to be distributed) to me pursuant to my initial election, and (iii) the



 









 







election defers my receipt
of Shares for at least 5 years from the date that the Shares would have been distributed (or begun
to be distributed) to me—other than distributions on account of my death, Disability, or
unforeseeable emergency within the meaning of Code Section 409A(a)(2)(B)(ii)— pursuant to my
initial election.



     8. Satisfaction of Award Commitments. The parties recognize and agree that the
Company will have fully honored and discharged its obligations under this Agreement, the Award
Agreement, and the Plan if the Company distributes my Account in accordance with the provisions
hereof.



     9. Authorization. I made the above deferral and distribution election voluntarily,
after receipt of the Plan document and the opportunity to review and discuss the Plan with my
personal advisors. I understand that all distributions will be subject to applicable withholdings
taxes. I understand that this deferral and distribution election only applies to the Award
Agreement with the grant date that appears on the first page of this Deferral and Distribution
Election and can only be superseded by a subsequent distribution election in accordance with the
terms of this Deferral and Distribution Election and provisions of the Plan. I further understand
that the Company reserves the right to amend, suspend or terminate the Plan. I understand that
while the Plan is intended to provide tax deferral, the Plan does not constitute a guarantee that
the intended tax results will be achieved. I acknowledge that I am solely responsible for the
satisfaction of any taxes that may arise under the Plan, and the Company shall have no obligation
to pay such taxes or to prevent me from incurring them.



[signature page follows]




 









 








	 	 	 	 	 	 	 	 	 
	UTi WORLDWIDE INC.	 	 	 	PARTICIPANT
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	A duly authorized officer or director	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date: