Exhibit10.2**SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT**     THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as ofthe 31st day of December, 2007, between UTi Services, Inc., a California corporation (the“Company”), and Roger I. MacFarlane (“Executive”). This Agreement amends and restates in allrespects the Amended and Restated Employment Agreement dated as of March 19, 2007 between theCompany and Executive (the “Prior Agreement”).     In consideration of the promises and covenants set forth below, the parties hereto agree asfollows:     1. Employment.     The Company hereby agrees to employ Executive, and Executive hereby agrees to accept suchemployment with the Company, on the terms and conditions set forth herein. As provided for herein,Executive agrees to also perform services for UTi Worldwide Inc. (“UTi Worldwide”) and the relatedgroup of entities and companies (UTi Worldwide, the Company and such related group of entities andcompanies are collectively referred to herein as the “UTi Group”) without receiving separateconsideration for such services.     2. Term.     The initial term of employment of Executive as provided in this Agreement commencedon the date of the Prior Agreement and ends on January 31, 2010, unless sooner terminated ashereinafter provided.     3. Position and Duties.     Executive shall serve as Chief Executive Officer and a Director of UTi Worldwide, as well as amember of the Management Board of UTi, and in such other position or positions as may be reasonablyrequested by the Company or UTi Worldwide. Executive also agrees to serve as President of theCompany. Executive shall perform his duties and obligations faithfully and diligently and shalldevote all his business time, attention and efforts exclusively to the business of the Company, UTiWorldwide and the UTi Group. Executive shall industriously perform his duties under thesupervision of and report to the Boards of Directors of the Company and UTi Worldwide and shallaccept and comply with all lawful directions from, and all policies applicable to Executive whichare established from time to time by, such Boards of Directors. Executive shall adhere to thepolicies and procedures generally applicable to employees of the Company and the UTi Group.
 

 
     4. Place of Performance.     In connection with Executive’s employment by the Company and except for required travel on UTiGroup business, Executive shall be based at the Company’s executive offices, or such other locationagreed to by Executive and the Company.     5. Compensation and Related Matters.     (a) Salary. During the term of Executive’s employment hereunder, the Company shallpay to Executive a salary of $525,000 per annum, subject to increase (but not decrease) in the solediscretion of the Board of Directors of the Company. Such salary shall be paid in equalsemi-monthly installments (or such shorter intervals as the Company may elect) and shall accruefrom day to day.     (b) Performance Bonus; Equity Based Compensation. During the term of Executive’semployment hereunder, Executive shall be eligible to participate in any bonus or equity basedincentive plans or programs made available to Executive in accordance with the terms of such plansor programs and as determined by the UTi Group.     (c) Vacations. During the term of Executive’s employment hereunder, Executive shallbe entitled to no less than four (4) weeks of vacation in each fiscal year as established byCompany policy, and to compensation with respect to earned but unused vacation days determined inaccordance with the Company’s vacation policy.     (d) Expenses. During the term of Executive’s employment hereunder, Executive shall beentitled to receive reimbursement for reasonable out-of-pocket travel and other expenses (excludingordinary commuting expenses) incurred by Executive in performing Executive’s services hereunder,provided that:          (i) Such expenditure qualifies as a proper business expenditure; and          (ii) Executive furnishes adequate documentary evidence for the substantiation of suchexpenditures and Executive complies with applicable policies with respect to expense reimbursement.          (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.
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     (e) Medical Insurance and Other Benefits. During the term of Executive’s employmenthereunder, Executive will be entitled to participate in applicable medical, dental and disabilityinsurance plans, life insurance plans, retirement plans and other employee welfare and benefitplans or programs made available to the Company’s senior-level executives or its employeesgenerally, in accordance with the terms of such plans and programs as may be in effect from time totime.     6. Termination.          (a) Termination for Cause.     (1) The Company or UTi Worldwide may at any time terminate Executive’s employment hereunderfor “Cause” pursuant to the provisions of this Section 6(a). Executive shall be given notice bythe Board of Directors of either the Company or UTi Worldwide of its intention to terminateExecutive for Cause, and such Board shall give Executive an opportunity to address the Boardregarding 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 hereunder 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 hereunder (and if such willful failure or gross negligence issusceptible to cure by Executive, the failure to effect such cure by Executive within thirty (30)days after written notice of such willful failure or gross negligence is given to Executive); or     (C) Executive’s engagement in an act of dishonesty involving or affecting the UTi Group orfalsification of UTi Group records; 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 orviolation by Executive of Executive’s duty of loyalty to the UTi Group.     (2) If Executive is terminated for Cause pursuant to this Section 6(a), the Company shall haveno further obligation or liability to Executive,
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except that Executive shall be entitled to receive, within thirty (30) days followingExecutive’s termination of employment, (i) the portion of Executive’s salary which has been earnedup to the Date of Termination, (ii) compensation for any accrued and unused vacation up to the Dateof Termination, (iii) reimbursement for business expenses properly incurred up to the Date ofTermination, and (iv) such benefits or payments to which Executive may be entitled under the termsand conditions of any benefit, equity, incentive or compensation plan, program, award applicable toExecutive and Executive’s termination or cessation of employment to the extent accrued for thebenefit of, or owing to, Executive as of the Date of Termination (collectively, the “MinimumPayments”).     (b) Death.          (1) Executive’s employment hereunder shall terminate automatically upon Executive’s death.          (2) If Executive’s employment is terminated because of Executive’s death pursuant to thisSection 6(b), the Company shall have no further obligation or liability to Executive, except thatExecutive shall be entitled to receive, within thirty (30) days following Executive’s terminationof employment, (i) the Minimum Payments, and (ii) any life insurance proceeds Executive isotherwise entitled to under any applicable life insurance then in effect.     (c) Disability.          (1) If Executive becomes disabled during Executive’s employment hereunder, Executive’semployment hereunder shall terminate on the date of the determination of the disability by theBoard of Directors of the Company of such disability. As used herein, “disability” shall mean anycondition that qualifies as a disability under the Company’s long-term disability plan as in effecton the date of determination or which renders Executive incapable of performing substantially allof his managerial and executive services hereunder for one hundred twenty (120) days or more in theaggregate during any consecutive twelve (12) months, and which at any time after such one hundredtwenty (120) days the Company’s Board of Directors shall determine continues to render Executiveincapable of performing his managerial and executive services hereunder.          (2) If Executive’s employment is terminated because of Executive’s disability pursuant to thisSection 6(c), Executive shall be entitled to receive, within thirty (30) days following Executive’stermination of employment, (i) the Minimum Payments, and (ii) any benefits to which Executive isentitled under any applicable long-term disability plan as in effect on the Date of Termination.     (d) Termination Other Than for Cause, Death or Disability.
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     (1) The Company or UTi Worldwide shall, for any reason, be entitled to terminate Executive’semployment hereunder at any time without Cause and other than on account of Executive’s death ordisability pursuant to this Section 6(d).     (2) If Executive’s employment is terminated pursuant to this Section 6(d), Executive shall beentitled to receive (i) the Minimum Payments, and (ii) severance equal to twelve (12) months ofExecutive’s then current salary as set forth in Section 5(a). Subject to Section 6(j) below, suchseverance shall be payable in a lump sum within sixty (60) days after Executive’s termination ofemployment. Executive shall not be entitled to a bonus for the year during which such terminationoccurs. Executive shall be entitled to receive any bonus earned for the previous year, but whichis unpaid as of the Date of Termination. Executive agrees that it is a condition precedent to theCompany’s obligations to pay the severance payments provided for in subclause (ii) of the firstsentence of this Section 6(d)(2) that Executive execute a general release and waiver prepared bythe Company releasing and forever discharging the Company and the UTi Group and each and all oftheir respective owners, stockholders, predecessors, successors, assigns, agents, directors,officers and other representatives from any and all claims, charges, complaints, liabilities,controversies, rights, demands, costs and expenses, and that such general release becomeirrevocable within sixty (60) days of Executive’s termination of employment. Executive agrees thatExecutive will not assign or transfer, or purport to assign or transfer, to any person any claim ora portion thereof or any interest therein that Executive might have against the UTi Group.(e) Resignation for Good Reason.     (1) Executive shall be entitled to terminate Executive’s employment hereunder at any time forGood Reason (as defined below) pursuant to the provisions of this Section 6(e). For purposes ofthis Agreement, Executive shall have “Good Reason” to terminate Executive’s employment hereunder if(i) without Executive’s consent, (a) the Company or UTi Worldwide substantially reduces Executive’sduties and responsibilities such that it results in a material adverse reduction in Executive’sduties, authority or responsibilities and/or (b) the Company materially breaches any of thematerial terms of this Agreement; (ii) Executive gives written notice to the Company of theexistence of such reduction or breach within ten (10) business days of same, and the written noticespecifies the particular acts objected to by Executive; (iii) the Company and UTi Worldwide fail tocure such reduction and/or material breach within thirty (30) days after receiving such writtennotice from Executive; and (iv) within ten (10) business days following the conclusion of the30-day period described in subclause (iii) of this paragraph, Executive delivers a Notice ofTermination to the Company which sets forth a Date of Termination, which date shall be one (1)month after the date that the Notice of Termination is delivered by Executive to the Company.
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     (2) If this Agreement is terminated by Executive for Good Reason pursuant to this Section6(e), Executive shall be entitled to receive (i) the Minimum Payments, and (ii) a severance equalto twelve (12) months of Executive’s then current salary as set forth in Section 5(a). Subject toSection 6(j) below, such severance shall be payable in a lump sum within sixty (60) days afterExecutive’s termination of employment. Executive shall not be entitled to a bonus for the yearduring which such termination occurs. Executive shall be entitled to receive any bonus earned forthe previous year, but which is unpaid as of the Date of Termination. Executive agrees that it isa condition precedent to the Company’s obligations to pay the severance payments provided for insubclause (ii) of the first sentence of this Section 6(e)(2) that Executive execute a generalrelease and waiver prepared by the Company releasing and forever discharging the Company and theUTi Group and each and all of their respective owners, stockholders, predecessors, successors,assigns, agents, directors, officers and other representatives from any and all claims, charges,complaints, liabilities, controversies, rights, demands, costs and expenses, and that such generalrelease become irrevocable within sixty (60) days of Executive’s termination of employment.Executive agrees that Executive will not assign or transfer, or purport to assign or transfer, toany person any claim or a portion thereof or any interest therein that Executive might have againstthe UTi Group.(f) Termination of Employment Following a Change of Control.     (1) Executive shall be entitled to terminate Executive’s employment hereunder pursuant to theprovisions of this Section 6(f) if (i) within one year following a “Change of Control of UTiWorldwide” (as defined below), (a) Executive terminates his employment for Good Reason (as definedabove), or (b) the Company terminates Executive’s employment other than for Cause, death ordisability, or (ii) after the one (1) year anniversary of a Change of Control of UTi Worldwide,Executive is still employed hereunder and Executive gives written notice to the Company ofExecutive’s voluntary resignation within the thirty (30) day period commencing on the one (1) yearanniversary of the Change of Control of UTi Worldwide.     (2) For purposes of this Agreement, a “Change of Control of UTi Worldwide” shall be deemed tohave occurred if:          (A) A sale, transfer, or other disposition of all or substantially all of the assets andproperties of UTi Worldwide is closed or consummated;          (B) Any “person,” “entity” or “group” (within the meaning of Section 13(d)(3) and 14(d)(2)) ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than UTi Worldwide orany majority owned subsidiary of UTi Worldwide, becomes the “beneficial owner” (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities of UTi Worldwide representingfifty percent (50%) or more of the combined voting power of UTi
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Worldwide’s then outstanding securities that have the right to vote in the election ofdirectors generally; provided, however, that the following shall not constitute a “Change ofControl of UTi Worldwide” for purposes of this subclause (B):          i. any acquisition directly from UTi Worldwide (excluding any acquisition resulting from theexercise of a conversion or exchange privilege in respect of outstanding convertible orexchangeable securities); or          ii. any acquisition by an employee benefit plan (or related trust) sponsored or maintained byUTi Worldwide or any entity controlled by UTi Worldwide;     (C) During any period of two (2) consecutive years during the term of this Agreement,individuals who at the beginning of such period constitute the Board of Directors of UTi Worldwidecease for any reason to constitute at least a majority thereof, unless the election of eachdirector who was not a director at the beginning of such period has been approved in advance bydirectors representing at least two-thirds of the directors then in office who were directors atthe beginning of the period; or     (D) UTi Worldwide is dissolved or liquidated or a merger, reorganization, or consolidationinvolving UTi Worldwide is closed or consummated, other than a merger, reorganization, orconsolidation in which holders of the combined voting power of UTi Worldwide’s then outstandingsecurities that have the right to vote in the election of directors generally immediately prior tosuch transaction own, either directly or indirectly, fifty percent (50%) or more of the combinedvoting power of the securities entitled to vote in the election of directors generally of themerged, reorganized or consolidated entity (or its parent company) immediately following suchtransaction.     (3) If Executive’s employment is terminated under the provisions contained in this Section6(f), Executive shall be entitled to receive (i) the Minimum Payments and (ii) severance equal totwenty-four (24) months of Executive’s then current salary as set forth in Section 5(a). Subjectto Section 6(j) below, such severance shall be payable in a lump sum within sixty (60) days afterExecutive’s cessation of employment. Executive agrees that it is a condition precedent to theCompany’s obligations to pay the severance payments provided for in subclause (ii) of the firstsentence of this Section 6(f)(3) that Executive execute a general release and waiver prepared bythe Company releasing and forever discharging the Company and the UTi Group and each and all oftheir respective owners, stockholders, predecessors, successors, assigns, agents, directors,officers and other representatives from any and all claims, charges, complaints, liabilities,controversies, rights, demands, costs and expenses, and that such general release becomeirrevocable within sixty (60) days of Executive’s termination of employment. Executive agrees thatExecutive will not assign
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or transfer, or purport to assign or transfer, to any person any claim or a portion thereof orany interest therein that Executive might have against the UTi Group.(g) Resignation without Good Reason.     (1) Executive shall be entitled to terminate Executive’s employment hereunder without GoodReason at any time on thirty (30) days prior written notice delivered by Executive to the Company.     (2) Executive’s employment is terminated by Executive pursuant to this Section 6(g), theCompany shall have no further obligation or liability to Executive, except that Executive shall beentitled to receive the Minimum Payments.     (h) Notice of Termination. Any termination of Executive’s employment by the Companyor by Executive (other than termination pursuant to Section 6(c) 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) if the termination date is other than the date of receipt of such notice,specifies the termination date (which date shall not be more than thirty (30) days after the givingof such notice).     (i) Date of Termination. “Date of Termination” shall mean the date of death, the dateof the determination of a disability, the date of receipt of the Notice of Termination or thetermination date specified therein, as the case may be.     (j) 409A Compliance. Executive is solely responsible and liable for the satisfactionof any federal, state, province or local taxes that may arise with respect to this Agreement(including any taxes arising under Section 409A of the Code, except to the extent otherwisespecifically provided in a written agreement with the Company). Neither the Company nor any of itsemployees, officers, directors, or service providers shall have any obligation whatsoever to paysuch taxes, to prevent Executive from incurring them, or to mitigate or protect Executive from anysuch tax liabilities. Notwithstanding anything in this Agreement to the contrary, if any amountsthat become due under this Agreement on account of Executive’s termination of employment constitute“nonqualified deferred compensation” within the meaning of Code Section 409A, payment of suchamounts shall not commence until Executive incurs a “separation from service” within the meaning ofTreasury Regulation § 1.409A-1(h). If, at the time of Executive’s termination of employment underthis Agreement, Executive is a “specified employee” (under Internal Revenue Code Section 409A), anypayments that constitute “nonqualified deferred compensation” within the meaning of Code Section409A that become payable to Executive on account of Executive’s “separation from service”(including any amounts payable pursuant to the preceding sentence) will not be paid until after theend of the sixth calendar month beginning after Executive’s separation from service (the “409ASuspension Period”). Within 14 calendar days after the end of
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the 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.     7. Exclusivity of Payments.      Upon termination of Executive’s employment hereunder, Executive shall not be entitled to anyseverance payments or severance benefits from the Company, UTi Worldwide or the UTi Group, otherthan the payments and benefits provided in Section 6, except for any benefits which may be due toExecutive in the normal course under any employee benefit plan or program of the Company or UTiWorldwide which provides for benefits after termination of employment in accordance with the termsof such plan or program. Executive’s right to receive payments or benefits under this Agreementupon termination of employment will cease if Executive breaches any provision of Sections 8 or 9below.     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 their businesses and affiliates (whether in existence prior to, as ofor after 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 with the Company or the UTi Group. The term“Proprietary Information” does not include any information that (i) at the time of disclosure isgenerally available to and known by the public (other than as a result of its disclosure byExecutive), (ii) becomes available to Executive on a lawful, non-confidential basis from a personother than the UTi Group or its suppliers or customers or its or their representatives, providedthat the source of such information was not known by Executive to be subject to an obligation ofconfidentiality to the UTi Group or otherwise
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disclosed such information to Executive with the reasonable expectation that it would remainconfidential.     (b) Nondisclosure. During the term of this Agreement and thereafter, Executive willnot, without the prior express written consent of the Board of Directors of UTi Worldwide, discloseor make any use of any Proprietary Information except as may be required in the course of theperformance 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 two (2) years after termination of this Agreement, not to, directly orindirectly, either on Executive’s own behalf or on behalf of any other person or entity, attempt topersuade, induce or solicit or employ any person who is an employee of the UTi Group or otherwiseencourage such employee to cease or terminate his or her employment with UTi Group or use orotherwise disclose any Proprietary Information in any attempt to persuade any customer of the UTiGroup to cease to do business or to reduce the amount of business which any customer of the UTiGroup has customarily done or contemplates doing with 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 to the Executive by the UTi Group, usedon its behalf or generated or obtained during the course of the performance of the Executive’sservices hereunder, shall at all times remain the property of the Company. Upon termination ofExecutive’s employment with the UTi Group, Executive shall immediately deliver to the UTi Group, orits authorized representative, all such property, including all copies, remaining in Executive’spossession or control.
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     10. Specific Performance.     In the event of the breach by Executive of any of the provisions of Sections 8 or 9, theCompany and the UTi Group, in addition to all other rights and remedies they may have, may apply toany court of law or equity of competent jurisdiction for specific performance and/or injunctive orother relief to the extent authorized by law in order to enforce or prevent any violations of theprovisions thereof.     11. Arbitration.     The parties hereto acknowledge that it is in their best interests to facilitate the informalresolution of any disputes arising out of this Agreement or otherwise by mutual cooperation andwithout resorting to litigation. As a result, if either party has a legally recognized claim ordispute arising hereunder or otherwise, including but not limited to any claim for breach of anycontract or covenant (express or implied), any dispute regarding Executive’s termination ofemployment, tort claims, claims for harassment or discrimination (including, but not limited to,race, sex, religion, national origin, age, handicap or disability), claims for compensation orbenefits (except where a benefit plan or pension plan or insurance policy specifies a differentclaims procedure) and claims for violation of public policy or, any federal, state or othergovernmental 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 given the opportunity to consult legal counseland seek such advice and consultation as Executive deems appropriate or necessary.
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     13. Successors.     This Agreement is personal to the Executive and is not assignable by the Executive. ThisAgreement shall inure to the benefit of and be binding upon the Company and its successors andassigns.     14. Notice.     For purposes of this Agreement, notices, demands and all other communications provided for inthe Agreement shall be in writing and shall be deemed to have been duly given when personallydelivered, or if sent by overnight, commercial air courier service, on the second business dayafter being delivered to the air courier service, or if mailed, on the fifth day after being sentby first class, certified or registered mail, return receipt requested, postage prepaid, addressedas follows:   If to Executive: At Executive’s address as indicated on the