exv10w9






Exhibit 10.9




UTi WORLDWIDE INC.




AMENDED AND RESTATED

2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN




 






Restricted Share Unit Award Agreement

and Section 83(b) Election Form




 






Award No. ______




          You (the “Participant”) are hereby awarded Restricted Share Units (the
“Award”) subject to the terms and conditions set forth in this Restricted Share Unit Award
Agreement (“the Award Agreement”) and in the UTi Worldwide Inc. Amended and Restated 2004
Non-Employee Directors Share Incentive Plan (the “Plan”). By executing this Award
Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set
out verbatim in this Award Agreement. In addition, you recognize and agree that all
determinations, interpretations, or other actions respecting the Plan and this Award Agreement will
be made by the Board of Directors of UTi Worldwide Inc. (the “Board”) or a committee
thereof which is delegated by the Board the authority to administer the Plan, and shall be final,
conclusive and binding on all parties, including you and your successors in interest. All terms
herein that begin with initial capital letters and not herein defined have the same meaning defined
in the Plan, unless the context clearly requires otherwise.




     1. Specific Terms. Certain terms of your Award are as follows:



	 	 	 
	Name of Participant


	 	 
	Number of Restricted Share
 Units Subject to Award


	 	 
	Grant Date

	 	_______________ ___, 20___






     2. Vesting. Your Award shall vest and become non-forfeitable on the date immediately
preceding the next Annual Meeting, provided that on such date you are then serving as an Eligible
Director. Notwithstanding the foregoing, in the event the date of the next Annual Meeting is
delayed by more than thirty (30) days from the first anniversary of the Grant Date stated above,
then your Award shall become vested and non-forfeitable on such thirtieth day. Notwithstanding the
preceding sentences, your Award shall become fully vested and non-forfeitable upon a Change in
Control or upon termination of your membership on the Board due to death or upon such other
circumstances that the Board may determine in its sole discretion. If your Award does not become
vested and non-forfeitable pursuant to this paragraph 2, then the Award shall be forfeited.



     3. Cash Dividends. If cash dividends are declared and paid by the Company on outstanding
Shares based on a record date on or after the Grant Date stated above and prior to such time as
your Award becomes fully vested in accordance with paragraph 2 above, then you shall be



 









 




UTi Worldwide Inc.

Amended and Restated 2004 Non-Employee Directors Share Incentive Plan

Restricted Share Unit Award Agreement

Page 2



entitled to receive an amount equal to the per share cash dividend otherwise paid by the Company on
outstanding Shares times the number of Restricted Share Units subject to this Award. Such amounts
shall be paid to you on or about the same time that cash dividends are paid on outstanding Shares,
and shall in no event be paid later than the end of the calendar year in which such cash dividends
are declared and paid to by the Company, or, if later, the 15th day of the 3rd month following the
date that the cash dividends are declared and paid by the Company.




     4. Satisfaction or Failure of Vesting Restrictions. As the vesting restrictions in
this Award Agreement are satisfied, the Company shall cause certificates for the Shares underlying
the Restricted Share Units to be issued and delivered to you, with such legends the Company
determines to be appropriate, unless you have irrevocably elected to defer receipt of such Shares
pursuant to paragraph 6 below. Certificates shall not be delivered to you unless you have made
arrangements satisfactory to the Company to satisfy applicable tax-withholding obligations.



     5. 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 Restricted Share Units (a “Section
83(b) election”), the Board may in its discretion convert your Restricted Share Units into
Restricted Shares, on a one-for-one basis, in full satisfaction of your Restricted Share Unit
Award. You agree to provide a copy of such election to the Company within 5 days after filing that
election with the Internal Revenue Service. Exhibit A contains a suggested form of Section
83(b) election. Any Restricted Shares issued to you pursuant to this paragraph 5 shall bear such
legends as the Company determines to be appropriate and shall remain in the Company’s possession
until all vesting restrictions lapse and certificates are released to you pursuant to paragraph 2
of this Award.



     6. Deferral Election. If this Award constitutes your Initial Award pursuant to
Section 5(c) of the Plan, you may irrevocably elect to defer the receipt of all or a percentage of
the Shares that would otherwise be issued to you as this Award vests only if you make such election
to defer before the Grant Date. If this Award constitutes an Automatic Award pursuant to Section
5(d) of the Plan, you may irrevocably elect to defer the receipt of all or a percentage of the
Shares that would otherwise be issued to you as this Award vests only if you make such election to
defer not later than the December 31st of the calendar year prior to the Grant Date.



     7. Severability. Every provision of this Award Agreement is intended to be severable,
and if any provision of this Award is held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions shall continue to be fully effective.



     8. Notices. Any notice or communication required or permitted to be given by any
provision of this Award Agreement 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 address for delivery of notices relating to this Award Agreement. Any
such notice shall be deemed to be given as of the date such notice is personally delivered or
properly mailed.



 









 





UTi Worldwide Inc.

Amended and Restated 2004 Non-Employee Directors Share Incentive Plan

Restricted Share Unit Award Agreement

Page 3




     9. Binding Effect. Every provision of this Award Agreement shall be binding on and
inure to the benefit the parties’ respective heirs, legatees, legal representatives, successors,
transferees, and permitted assigns. Transferability and assignability of this Award are limited as
provided for in Section 14 of the Plan.



     10. Headings. Headings shall be ignored in interpreting this Award Agreement.



     11. Counterparts. This Award Agreement 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.



     12. Plan Governs. By signing this Award Agreement, 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 Agreement 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
Agreement and those of the Plan, the provisions of the Plan shall control. Nothing in this Award
Agreement shall be deemed to create in any way whatsoever any obligation on the part of the Company
to nominate you as a director or otherwise support your continued service as a director.



     13. Taxes. By signing this Award Agreement, you recognize and agree that you are
solely responsible for the satisfaction of any federal, state, province, or local taxes that may
arise under 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). Neither the Company nor any of its employees,
officers, directors, or service providers 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 the Company reasonably determines that your receipt of payments or benefits
pursuant to Section 7(d) of the Plan as a result of your termination of membership on the Board
constitutes “nonqualified deferred compensation” within the meaning of Section 409A, payment of
such amounts shall not commence until you incur a “separation from service” within the meaning of
Treasury Regulation § 1.409A-1(h) (“Separation from Service”). If, at the time of your Separation
from Service, you are a “specified employee” (under Internal Revenue 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]



 









 





UTi Worldwide Inc.

Amended and Restated 2004 Non-Employee Directors Share Incentive Plan

Restricted Share Unit Award Agreement

Page 4




     BY YOUR SIGNATURE BELOW, along with the signature of the Company’s representative, you and the
Company agree that the Restricted Share Units are awarded under and governed by the terms and
conditions of this Award Agreement and 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: 	 
	 	 	 	 



 









 





	 	 	 	 	 



UTi WORLDWIDE INC.




AMENDED AND RESTATED

2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN




Exhibit A




Section 83(b) Election Form




          Attached is an Internal Revenue Code Section 83(b) Election Form. To make a Section 83(b)
election, you must file a request with the Company in order to receive Restricted Shares, as you
cannot make a Section 83(b) election with respect to Restricted Share Units. The Company has sole
discretion to accept or to reject your request. If you receive Restricted Shares, they will be in
full settlement of your rights under the Restricted Share Unit Award Agreement to which your
request relates and you may make a Section 83(b) election by filing the election with the Internal
Revenue Service no later than 30 days after the Company issues you the Restricted Shares.




          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:






                     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
Sections 1 and 3 of the UTi Worldwide Inc. 2004 Non-Employee Directors Share
Incentive Plan (“Plan”) Restricted Share Unit Award Agreement
(“Award”) or other Award or Plan provisions. 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.



 









 




Section 83(b) Election Form

UTi Worldwide Inc.

Amended and Restated 2004 Non-Employee Directors Share Incentive Plan

Page 2





	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