**5. ****Compensation and Related Matters****.**          (a) Salary. During the Employment Period, the Company shall pay Executive a salary of$**[**__________**]**per annum, subject to increase (but not decrease) in the sole discretion of the Company.Such salary shall be paid in equal semi-monthly installments (or such other intervals as theCompany may elect) and shall accrue daily.          (b) Performance Bonus; Equity-Based Compensation. During the Employment Period,Executive shall be eligible (i) for consideration for an annual cash performance bonus inaccordance with the applicable terms of the bonus plan as in effect from time to time as determinedby the UTi Group and (ii) to participate in equity-based incentive plans in accordance with theterms of such plans and as determined by the UTi Group.          (c) Vacations. During the Employment Period Executive shall be entitled to twenty(20) business days of vacation in each fiscal year as established by applicable policies, and tocompensation with respect to earned but unused vacation days determined in accordance with theapplicable vacation policy.          (d) Expenses. During the Employment Period Executive shall be entitled to receivereimbursement for reasonable out-of-pocket travel and other expenses (excluding ordinary commutingexpenses) incurred by Executive in performing Executive’s services hereunder, provided that:               (i) Such expenditures qualify as proper business expenditures;               (ii) Executive furnishes adequate documentary evidence for the substantiation of suchexpenditures and Executive complies with all applicable policies with respect to expensereimbursement;               (iii) Reimbursement will be made as soon as administratively practicable and in no event laterthan the last day of the calendar year following the calendar year in which the expenses wereincurred; and               (iv) The amount of expenses eligible for reimbursement in one calendar year will not affectthe expenses eligible for reimbursement in any other calendar year.          (e) Medical Insurance and Other Benefits. During the Employment Period Executive willbe entitled to participate in applicable medical, dental and disability insurance plans, lifeinsurance plans, retirement plans and other employee welfare and benefit plans or programs madeavailable to the Company’s executives or its employees generally, in accordance with and subject tothe terms of such plans and programs (including, but not limited to, terms relating to eligibilityand continued participation) as may be in effect from time to time.
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     **6. ****Termination**.          (a) Termination for Cause.               (i) The Company may at any time terminate Executive’s employment for “Cause” pursuant to theprovisions of this Section 6(a). Executive shall be given notice by the Company of its intentionto terminate Executive for Cause, and Executive shall have an opportunity to address, at the optionof the UTiW Board, the UTiW Board or a committee of one or more directors of the UTiW Board,regarding the grounds on which the proposed termination for Cause is based.               For purposes of this Agreement, the Company shall have “Cause” to terminate Executive’semployment upon:                    (A) The breach by Executive of any material provision of this Agreement (and if such breach issusceptible to cure by Executive, the failure to effect such cure by Executive within thirty (30)days after written notice of such breach is given to Executive); or                    (B) Executive’s willful failure to perform or the gross negligence in the performance ofExecutive’s material duties to the UTi Group or hereunder (and if such willful failure or grossnegligence is susceptible to cure by Executive, the failure to effect such cure by Executive withinthirty (30) days after written notice of such willful failure or gross negligence is given toExecutive); or                    (C) Executive’s engagement in an act of dishonesty involving or affecting the UTi Group orfalsification of the records thereof; or                    (D) Executive’s indictment or conviction for a crime of theft, embezzlement, fraud,misappropriation of funds or other alleged act of dishonesty by Executive, or other crime involvingmoral turpitude; or                    (E) Executive’s engagement in any violation of law relating to Executive’s employment or anyviolation by Executive of Executive’s duty of care or loyalty to the UTi Group.               (ii) If Executive is terminated for Cause pursuant to this Section 6(a), neither the Companynor any other member of the UTi Group shall have any further obligation or liability to Executive,except that Executive shall be entitled to receive, within thirty (30) days following the Date ofTermination, (i) the portion of Executive’s salary which has been earned up to the Date ofTermination, (ii) compensation for any accrued and unused vacation up to the Date of Termination,(iii) reimbursement for business expenses properly incurred up to the Date of Termination and (iv)such benefits or payments to which Executive may be entitled under the terms and conditions of anybenefit, equity, incentive or compensation plan, program or award applicable to Executive andExecutive’s termination or cessation of employment to the extent accrued for the benefit of, orowing to, Executive as of the Date of Termination, which benefits or payments shall be provided atthe time specified in the applicable plan, program or award (collectively, the “Accrued Benefits”).
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          (b) Death.               (i) Executive’s employment shall terminate automatically upon Executive’s death.               (ii) If Executive’s employment is terminated because of Executive’s death pursuant to thisSection 6(b), neither the Company nor any other member of the UTi Group shall have any furtherobligation or liability to Executive except that Executive’s estate shall be entitled to receive,within thirty (30) days following the Date of Termination, (i) the Accrued Benefits, and (ii) anylife insurance proceeds Executive is specifically entitled to under any applicable life insurancethen in effect (if any).          (c) Disability.               (i) Except to the extent prohibited by law, the Company shall have the right to terminateExecutive’s employment if Executive becomes “disabled” or otherwise suffers a “disability.” As usedherein, Executive shall be deemed to have become “disabled” or to have suffered a “disability” tothe extent Executive is or has been incapable of performing substantially all of Executive’smanagerial and executive services hereunder for one hundred twenty (120) days or more in theaggregate during any consecutive twelve (12) months.               (ii) If Executive’s employment is terminated because of Executive’s disability pursuant tothis Section 6(c), neither the Company nor any other member of the UTi Group shall have any furtherobligation or liability to Executive except that Executive shall be entitled to receive, withinthirty (30) days following the Date of Termination, (i) the Accrued Benefits, and (ii) any benefitsto which Executive is specifically entitled under any applicable long-term disability plan as ineffect on the Date of Termination (if any).          (d) Termination Other Than for Cause, Death or Disability.               (i) The Company shall be entitled to terminate Executive’s employment at any time for any orno reason and without Cause and other than on account of Executive’s death or disability pursuantto this Section 6(d); provided, however, that the Company must deliver to Executive a Notice ofTermination not less than six (6) months prior to the Date of Termination set forth therein.               (ii) If Executive’s employment is terminated pursuant to this Section 6(d), neither theCompany nor any other member of the UTi Group shall have any further obligation or liability toExecutive except that Executive shall be entitled to (a) continue to receive Executive’s thencurrent monthly salary and to participate in applicable medical, dental and disability insuranceplans, life insurance plans, retirement plans and other employee welfare and benefit plans orprograms applicable to Executive in accordance with the terms and conditions of such plans orprograms through the Date of Termination, and (b) commencing upon the Date of Termination, receivethe Accrued Benefits and payments equal to six (6) months of Executive’s then current monthlysalary as set forth in Section 5(a), subject to the condition set forth in Section 6(d)(iii) below.Subject to Section 23 below, such payments shall be payable in six equal monthly paymentscommencing within sixty (60) days after the Date of Termination. Executive shall not be entitledto a bonus for the fiscal year during which
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the Notice of Termination is given; provided, however, Executive shall be entitled to receive anybonus earned for the previous fiscal year to the extent earned in accordance with its terms, butwhich remains unpaid as of the Date of Termination.               (iii) Executive agrees that it is a condition precedent to the Company’s obligations to paythe payments provided for in sub-clause (b) of Section 6(d)(ii) above that Executive execute ageneral release and waiver prepared by the Company releasing and forever discharging the Companyand the other members of the UTi Group and each and all of their respective owners, shareholders,members, predecessors, successors, assigns, agents, directors, officers and other representativesand their employee benefit plans and their fiduciaries and administrators, and all of their relatedparties from any and all known and unknown claims, charges, complaints, liabilities, controversies,rights, demands, costs, and expenses and containing such other terms and conditions as the Companymay reasonably determine, and that such general release become effective and irrevocable withinsixty (60) days following the Date of Termination. Executive agrees that Executive will not assignor transfer, or purport to assign or transfer, to any person any claim or a portion thereof or anyinterest therein that Executive might have against the UTi Group.          (e) Termination of Employment Following a Change of Control.               (i) If within twelve (12) months following a “Change of Control of UTi Worldwide” (as definedbelow), (a) the Company terminates Executive’s employment other than for Cause or Executive’s deathor disability, or (b) the Company terminates this Agreement pursuant to the second sentence ofSection 2 above, then the Company shall be obligated to pay to Executive or Executive’s estate thepayments and benefits set forth in Section 6(e)(v).               (ii) For purposes of this Agreement, a “Change of Control of UTi Worldwide” shall be defined,and be deemed to have occurred, as set forth in Exhibit A attached to this Agreement andincorporated herein.               (iii) In addition, if within twelve (12) months following a “Change of Control of UTiWorldwide,” Executive has “Good Reason” (as defined below) to terminate Executive’s employment withthe Company, and Executive terminates Executive’s employment as provided for in this Section6(e)(iii), then the Company shall be obligated to pay to Executive or Executive’s estate thepayments and benefits set forth in Section 6(e)(v) below. In order for Executive to be able toterminate Executive’s employment pursuant to this Section 6(e)(iii), Executive must deliver to theCompany a Notice of Termination not more than ten (10) business days following the conclusion ofthe periods set forth in subclauses (A) and (B) of Section 6(e)(iv) below, and the Company shallhave either proceeded with the involuntary relocation under subclause (A) or failed to take theactions necessary to cure the material adverse reduction under subclause (B). Executive’s Noticeof Termination shall set forth a Date of Termination, which date shall be one (1) month after thedate that the Notice of Termination is delivered by Executive to the Company.               (iv) For purposes of this Agreement, Executive shall have “Good Reason” to terminateExecutive’s employment pursuant to Section 6(e)(iii) if:
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                    (A) Without Executive’s written consent, the Company relocates Executive to a facility orlocation that is outside an area within a radius of two hundred fifty (250) miles from the officeswhere Executive was based just prior to such Change of Control of UTi Worldwide, and Executivegives the Company written notice of Executive’s objection to such relocation within ten (10)business days of being informed in writing of such relocation, and, following the 30-day periodafter it receives such notice, the Company still proceeds with the involuntary relocation ofExecutive; or                    (B) Without Executive’s written consent, the Company reduces Executive’s duties andresponsibilities such that it results in a material adverse reduction in Executive’s duties,authority or responsibilities, Executive gives the Company written notice of Executive’s objectionto such reduction within ten (10) business days of being informed of such reduction, and theCompany fails to cure such material adverse reduction within thirty (30) days after written noticespecifying the particular acts objected to and the specific cure requested by Executive isdelivered to the Company by Executive.For purposes of Section 6(e)(iv)(B) above, neither changes to Executive’s duties andresponsibilities that result from UTi Worldwide no longer having its securities registered underthe Securities Exchange Act of 1934, as amended, nor a mere change in title shall constitute a“material adverse reduction” in Executive’s duties, authority or responsibilities.               (v) If Executive’s employment is terminated under the provisions contained in this Section6(e), neither the Company nor the UTi Group shall have any further obligation or liability toExecutive except that Executive shall be entitled to receive (a) the Accrued Benefits, (b) paymentsequal to twenty-four (24) months of Executive’s then current monthly salary as set forth in Section5(a), and (c) a payment equal to (1) the amount of the target performance bonus established forExecutive for the fiscal year during which the Date of Termination occurs (but only to the extentsuch bonus remains unpaid at the time of Executive’s termination), multiplied by (2) 25%, if theDate of Termination occurs during the Company’s first fiscal quarter, 50% if the Date ofTermination occurs during the Company’s second fiscal quarter, 75% if the Date of Terminationoccurs during the Company’s third fiscal quarter, and 100% if the Date of Termination during theCompany’s fourth fiscal quarter, subject in each case to the condition set forth in Section6(e)(vi) below. Subject to Section 23 below, such payments shall be payable in twenty-four (24)equal monthly installments commencing within sixty (60) days after the Date of Termination.               (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay thepayments provided for in sub-clauses (b) and (c) of Section 6(e)(v) above that Executive execute ageneral release and waiver prepared by the Company releasing and forever discharging the Companyand the other members of the UTi Group and each and all of their respective owners, shareholders,members, predecessors, successors, assigns, agents, directors, officers and other representativesand their employee benefit plans and their fiduciaries and administrators, and all of their relatedparties from any and all known and unknown claims, charges, complaints, liabilities, controversies,rights, demands, costs, and expenses (other than the obligations of the Company set forth inSection 6(e)(v)) and containing such other terms and conditions as the Company may reasonablydetermine, and that such general release become effective and irrevocable within sixty (60) daysfollowing the Date of Termination. Executive
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agrees that Executive will not assign or transfer, or purport to assign or transfer, to anyperson any claim or a portion thereof or any interest therein that Executive might have against theUTi Group.          (f) Resignation by Executive. Executive shall be entitled to terminate Executive’semployment and the Employment Period at any time, for any or no reason, by delivering to theCompany a Notice of Termination not less than six (6) months prior to the Date of Termination setforth therein. During the period from the Notice of Termination until the Date of Termination,Employee acknowledges that Employee shall remain employed by the Company and shall continue to bebound by all applicable employment procedures, policies, obligations and duties.          (g) Notice of Termination. Any termination of Executive’s employment by the Companyor by Executive (other than termination pursuant to Section 6(b) above) shall be communicated by awritten Notice of Termination to the other party hereto. For purposes of this Agreement, a “Noticeof Termination” means a notice which (i) indicates the termination provision in this Agreementrelied upon, and (ii) specifies the Date of Termination.          (h) Date of Termination. “Date of Termination” shall mean the date of death, the dateof the determination of a disability or the employment termination date specified in the Notice ofTermination, or such other date on which the Executive’s employment terminates, as the case may be.     **7. ****Exclusivity of Payments**. Upon termination of Executive’s employment, Executiveshall not be entitled to any payments or other benefits from the Company, UTi Worldwide or anyother member of the UTi Group, other than the payments and benefits expressly provided in Section 6of this Agreement. Executive’s right to receive payments or benefits under this Agreement upontermination of employment will cease if Executive breaches any provision of Sections 8 or 9 below.     **8. ****Proprietary Information**.          (a) Definition. Executive hereby acknowledges that Executive possesses and may makeuse of, acquire, create, develop or add to certain confidential and/or proprietary informationregarding the UTi Group and its businesses and affiliates (whether in existence prior to, as of orafter the date hereof, collectively, “Proprietary Information”), which Proprietary Informationshall include, without limitation, all of the following materials and information (whether or notreduced to writing and whether or not patentable or protected by copyright): trade secrets,inventions, processes, formulae, programs, technical data, “know-how,” procedures, manuals,confidential reports and communications, marketing methods, product sales or cost information, newproduct ideas or improvements, customer-tailored solutions and other consulting products andprocesses, new packaging ideas or improvements, research and development programs, identities orlists of suppliers, vendors or customers, financial information and financial projections or anyother confidential or proprietary information relating to the UTi Group and/or its business. Theterm “Proprietary Information” shall also include, without limitation, any confidential ornon-public information of suppliers or customers of the UTi Group obtained by Executive in thecourse of Executive’s employment or association
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with the Company or any other member of the UTi Group. The term “Proprietary Information”does not include any information that (i) at the time of disclosure is generally available to andknown by the public (other than as a result of its disclosure by Executive), (ii) becomes availableto Executive on a lawful, non-confidential basis from a person other than the UTi Group or itssuppliers or customers or its or their representatives, provided that the source of suchinformation was not known by Executive to be subject to an obligation of confidentiality orotherwise disclosed such information to Executive with the reasonable expectation that it wouldremain confidential.          (b) Nondisclosure. During the term of this Agreement and thereafter, Executive willnot, without the prior express written consent of the Chief Executive Officer of UTi Worldwide,disclose or make any use of any Proprietary Information except as may be required in the course ofthe performance of Executive’s services under this Agreement.          (c) Agreement Not to Solicit Employees and Customers. To protect the ProprietaryInformation and trade secrets of the UTi Group, Executive agrees, during the term of this Agreementand for a period of one (1) year after termination of this Agreement, not to, directly orindirectly, either on Executive’s own behalf or on behalf of any other person or entity, (i) toattempt to persuade, induce or solicit or employ any person who is an employee of the UTi Group orotherwise encourage such employee to cease or terminate his or her employment with the UTi Group or(ii) use or otherwise disclose any Proprietary Information in any attempt to persuade any customerof the UTi Group to cease to do business or to reduce the amount of business which any customer ofthe UTi Group has customarily done or contemplates doing with the UTi Group or to expand itsbusiness with a competitor of the UTi Group.          (d) Reasonableness. Executive agrees that the covenants and agreements contained inthis Section 8 are reasonable and necessary to protect the Proprietary Information of the UTi Groupand that the covenants and agreements by Executive contained in this Section 8 shall be in additionto any other agreements and covenants Executive may have agreed to in any other employeeproprietary information, confidentiality, non-disclosure or other similar agreement and that thisSection 8 shall not be deemed to limit such other covenants and agreements, all of which shallcontinue to survive the termination of this Agreement in accordance with their respective terms. Abreach of the terms and covenants of such other covenants and agreements shall be deemed to be abreach of the provisions of this Section 8 and this Agreement.     **9. ****Protection of Property**. All records, files, manuals, documents, specifications,lists of customers, forms, materials, supplies, computer programs and other materials furnished tothe Executive by the UTi Group, used on its behalf or generated or obtained during the course ofthe performance of the Executive’s services hereunder, shall at all times remain the property ofthe Company. Upon termination of Executive’s employment with the UTi Group, or at any other timeupon request by the Company or any other member of the UTi Group, Executive shall immediatelydeliver to the UTi Group, or its authorized representative, all such property, including allcopies, remaining in Executive’s possession or control.     **10. ****Specific Performance**. In the event of the breach by Executive of any of theprovisions of Sections 8 or 9, the Company and the other members of the UTi Group, in addition
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to all other rights and remedies they may have, may apply to any court of law or equity ofcompetent jurisdiction for specific performance and/or injunctive or other relief to the extentauthorized by law in order to enforce or prevent any violations of the provisions thereof andExecutive waives any requirement that the Company or any other member of the UTi Group post a bondor other surety.     **11. ****Arbitration**. The parties hereto acknowledge that it is in their best interests tofacilitate the informal resolution of any disputes arising out of this Agreement or otherwise bymutual cooperation and without resorting to litigation. As a result, if either party has a legallyrecognized claim or dispute arising hereunder or otherwise, including but not limited to any claimfor breach of any contract or covenant (express or implied), any dispute regarding Executive’stermination of employment, tort claims, claims for harassment or discrimination (including, but notlimited to, race, sex, religion, national origin, age, handicap or disability), claims forcompensation or benefits (except where a benefit plan or pension plan or insurance policy specifiesa different claims procedure) and claims for violation of public policy or, any federal, state orother governmental law, statute, regulation or ordinance (except for claims involving workers’compensation benefits), and the parties are unable to reach agreement among themselves withinthirty (30) days, then the parties agree to submit the dispute to JAMS for binding arbitration inaccordance with its then-current employment rules and applicable law. If the parties are unable toagree to an arbitrator, JAMS will provide the names of seven potential arbitrators, giving eachparty the opportunity to strike three names. The remaining arbitrator will serve as thearbitration panel. The parties agree that the arbitration must be initiated within the time periodof the statute of limitations applicable to the claim(s) if the claim(s) had been filed in Court.Arbitration may be initiated by the aggrieved party by sending written notice of an intent toarbitrate by registered certified mail to all parties and to JAMS. The notice must contain adescription of the dispute, the amount involved and the remedies sought. All fees and expenses ofthe arbitrator will be borne by the Company. Each party will pay for the fees and expenses of itsown attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearingbriefs, unless the party prevails on a claim for which attorneys’ fees are recoverable by statute,in which case the arbitrator may award attorneys’ fees and costs to the prevailing party.     **12. ****Representation by Counsel**. Executive acknowledges that Executive has been giventhe opportunity to consult legal counsel and seek such advice and consultation as Executive deemsappropriate or necessary.     **13. ****Successors; UTi Group**. This Agreement is personal to the Executive and is notassignable by the Executive. This Agreement shall inure to the benefit of and be binding upon theCompany and its successors and assigns. If a particular action is required to be taken, or aparticular notice is required to be given, by the Company, and such action or notice is in facttaken by, or such notice is in fact given by, UTi Worldwide or another member of the UTi Group,then such action or notice shall be deemed to have been taken or given by the Company.Notwithstanding anything to the contrary contained in this Agreement, Executive agrees thatExecutive is an employee only of the Company (or it successors or assigns, if applicable) and notan employee of any other entity or member of the UTi Group. It is agreed that the Company mayassign Executive to another member of the UTi Group for payroll purposes.
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     **14. ****Notice**. For purposes of this Agreement, notices, demands and all othercommunications provided for in this Agreement shall be in writing and shall be deemed to have beenduly given when personally delivered, or if sent by overnight, commercial air courier service, onthe second business day after being delivered to the air courier service, or if mailed, on thefifth day after being sent by first class, certified or registered mail, return receipt requested,postage prepaid, addressed as follows:       If to Executive: At Executive’s address as indicated on thebooks and records of the Company.       If to Company: At the Company’s executive headquarters (with acopy to UTi Worldwide Inc. at its executive headquarters).Such communications may also be delivered to such other address as any party may have furnished tothe other in writing in accordance herewith, except that notices of change of address shall beeffective only upon receipt thereof.     **15. ****Section 280G**. To the extent that Section 280G and any related provisions of theInternal Revenue Code of 1986, as amended (the “Code”), are applicable, Executive’s payments andbenefits under this Agreement and all other arrangements, plans or programs (collectively, the“Payments”) shall not, in the aggregate, exceed the maximum amount that may be paid to Executivewithout triggering golden parachute penalties under Section 280G and related provisions of theCode, as amended, as determined in good faith by the Company’s independent auditors. If anyPayments must be cut back to avoid triggering such penalties, they shall be cut back in thefollowing order (unless cutting Payments back in such order would result in the imposition on theExecutive of an additional tax under Section 409A of the Code (or similar state or local law) andcutting the Payments back in another order would not, in which case benefits shall instead be cutback in such other order): First all Payments that do not constitute “nonqualified deferredcompensation” within the meaning of Section 409A of the Code (in the order designated by theExecutive). Second, all Payments that constitute “nonqualified deferred compensation” within themeaning of Section 409A of the Code that were granted to the Executive in the 12-month period oftime preceding the applicable change in control, in the order such benefits were granted to theExecutive. Third, all remaining Payments shall be reduced pro-rata. Executive and the Companyagree to reasonably cooperate with each other in connection with any administrative or judicialproceedings concerning the existence or amount of golden parachute penalties on payments orbenefits Executive receives.     **16. ****Resignation from Positions**. Upon Executive’s cessation of employment with theCompany for any reason, Executive agrees that Executive shall be deemed to have resigned as anofficer and as a director from every entity and company of the UTi Group on which Executive is thenserving as an officer or director, and any other entity or company on which Executive is thenserving as a director or officer at the request of the Company or any other member of the UTiGroup, in each case effective as of the Date of Termination. In addition, if (a) Executive givesthe Company notice that either Executive desires to terminate this Agreement pursuant to Section 2above or that Executive desires to terminate Executive’s employment pursuant to Section 6(f) above,or (b) the Company gives notice to Executive that the Company desires to terminate this Agreementpursuant to Section 2 above or that the
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Company desires to terminate Executive’s employment pursuant to Section 6(d) above, then ineach case Executive agrees that at the request of either the Company or UTi Worldwide thatExecutive shall promptly resign, as requested by either the Company or UTi Worldwide, as an officeror director from every entity and company of the UTi Group on which Executive is then serving as anofficer or director, and any other entity or company on which Executive is then serving as adirector or officer at the request of the Company or UTi Worldwide. Executive hereby grants thecorporate secretary of UTi Worldwide an irrevocable power of attorney to execute on behalf ofExecutive all such resignations and documents and instruments and take all such other actions asreasonably necessary to carry out the intention of this Section.     **17. ****Entire Agreement**. This Agreement, together with the documents referenced herein,contains the entire agreement of the parties hereto with respect to the subject matter hereof andsupersedes any and all other offer letters, agreements and understandings, either oral or inwriting, between the parties hereto with respect to the employment of Executive by the Company.Each party to this Agreement acknowledges that no representations, inducements, promises oragreements, written, oral or otherwise, have been made by any party, or anyone acting on behalf ofany party, which are not embodied herein, and that no other agreement, statement or promise notcontained in this Agreement shall be valid or binding.     **18. ****Amendment; Waiver; Governing Law**. No provisions of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge is agreed to in awriting signed by Executive and by such officer of the Company as may be specifically designated byUTi Worldwide. No waiver by either party hereto at any time of any breach by the other partyhereto of, or compliance with, any condition or provision of this Agreement to be performed by suchother party shall be deemed a waiver of similar or dissimilar provisions or conditions at the sameor at any prior or subsequent time. The validity, interpretation, construction and performance ofthis Agreement shall be governed by the laws of California or if Executive is not employed inCalifornia, the jurisdiction where Executive is employed by the Company.     **19. ****Validity**. The invalidity or unenforceability of any provision or provisions ofthis Agreement shall not affect the validity or enforceability of any other provision of thisAgreement, which shall remain in full force and effect.     **20. ****Counterparts**. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original, but all of which together will constitute one and the sameinstrument.     **21. ****Survivability**. The provisions in Sections 8, 9, 10, 11, 12, 14, 15, 16, 17, 18,19 and 21 of this Agreement shall survive any termination of this Agreement.     **22. ****Withholding of Taxes; Tax Reporting**. The Company may withhold from any amountspayable under this Agreement all such taxes, and may file with appropriate governmental authoritiesall such information, returns or other reports with respect to the tax consequences of any amountspayable under this Agreement, as may, in its reasonable judgment, be required by law.
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     **23. ****Section 409A Compliance**. Executive is solely responsible and liable for thesatisfaction of any federal, state, province or local taxes that may arise with respect to thisAgreement (including any taxes arising under Section 409A of the Code, except to the extentotherwise specifically provided in a written agreement with the Company). Neither the Company norany of its employees, officers, directors, or service providers shall have any obligationwhatsoever to pay such taxes, to prevent Executive from incurring them, or to mitigate or protectExecutive from any such tax liabilities. To the extent applicable, it is intended that thisAgreement comply with the provisions of Section 409A of the Code. This Agreement will beadministered and interpreted in a manner consistent with this intent, and any provision that wouldcause this Agreement to fail to satisfy Section 409A of the Code will have no force and effectuntil amended to comply therewith (which amendment may be retroactive to the extent permitted bySection 409A of the Code). Notwithstanding anything contained herein to the contrary, to theextent Executive is entitled to any payments under this Agreement that constitute “nonqualifieddeferred compensation” within the meaning of Section 409A of the Code on account of Executive’stermination of employment, such amounts shall not be paid until Executive has incurred a“separation from service” from Employer within the meaning of Section 409A of the Code. If, at thetime of Executive’s termination of employment under this Agreement, Executive is a “specifiedemployee” within the meaning of Section 409A of the Code, any payments that constitute“nonqualified deferred compensation” within the meaning of Section 409A of the Code on account ofExecutive’s “separation from service” within the meaning of Section 409A of the Code (including anyamounts payable pursuant to the preceding sentence) will not be paid until after the end of thesixth calendar month beginning after Executive’s “separation from service” within the meaning ofSection 409A of the Code (the “409A Suspension Period”). Within 14 calendar days after the end ofthe 409A Suspension Period, Executive shall be paid a lump sum payment in cash equal to anypayments delayed because of the preceding sentence, together with interest on them for the periodof delay at a rate not less than the average prime interest rate published in the Wall StreetJournal on any day chosen by the Company during that period. Thereafter, Executive shall receiveany remaining benefits as if there had not been an earlier delay. In addition, for purposes of thisAgreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreementshall be construed as a separate identified payment for purposes of Section 409A of the Code.[*Signature page follows*]
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.     **“Company”** UTi, Services, Inc.,