Worldwide and the UTi Group. Executive shall industriously perform Executive’s duties underthe supervision of, and shall report to, the Chief Executive Officer of UTi Worldwide or such otherofficer or officers of UTi Worldwide as determined by either the Board of Directors of UTiWorldwide (the “UTiW Board”) or the Chief Executive Officer of UTi Worldwide. Executive shallaccept and comply with all lawful directions from and all policies established from time to timewhich are applicable to Executive. Executive shall adhere to the policies and procedures generallyapplicable to employees of the Company and the UTi Group.     **4. ****Place of Performance**. In connection with Executive’s employment by the Company andexcept for required travel on UTi Group business, Executive shall be based at the Company’sexecutive offices, or such other location agreed to by Executive and the Company.     **5. ****Compensation and Related Matters****.**          (a) Salary. During the Employment Period, the Company shall pay Executive a salary of$350,000 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.
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          (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 the terms ofsuch plans and programs as may be in effect from time to time.     **6. ****Termination**.          (a) Termination for Cause.               (i) The Company may at any time terminate Executive’s employment hereunder for “Cause”pursuant to the provisions of this Section 6(a). Executive shall be given notice by the Company ofits intention to terminate Executive for Cause, and Executive shall have an opportunity to address,at the option of the UTiW Board, the UTiW Board or a committee of one or more directors of the UTiWBoard, 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 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 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 the UTi Group shall have any further obligation or liability to Executive, except thatExecutive shall be entitled to receive, within thirty (30) days following Executive’s terminationof employment, (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
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under the terms and conditions of any benefit, equity, incentive or compensation plan, programor award applicable to Executive and Executive’s termination or cessation of employment to theextent accrued for the benefit of, or owing to, Executive as of the date of such termination orcessation of employment (collectively, the “Accrued Benefits”).          (b) Death.               (i) Executive’s employment hereunder 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 the UTi Group shall have any further obligation or liabilityto Executive except that Executive’s estate shall be entitled to receive, within thirty (30) daysfollowing Executive’s termination of employment, (i) the Accrued Benefits, and (ii) any lifeinsurance proceeds Executive is specifically entitled to under any applicable life insurance thenin effect (if any).          (c) Disability.               (i) Executive’s employment hereunder shall automatically terminate if Executive becomes“disabled” or otherwise suffers a “disability.” As used herein, Executive shall be deemed to havebecome “disabled” or to have suffered a “disability” to the extent Executive is or has beenincapable of performing substantially all of Executive’s managerial and executive serviceshereunder for one hundred twenty (120) days or more in the aggregate 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 the UTi Group shall have any further obligation orliability to Executive except that Executive shall be entitled to receive, within thirty (30) daysfollowing Executive’s termination of employment, (i) the Accrued Benefits, and (ii) any benefits towhich 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 hereunder at any timefor any or no reason and without Cause and other than on account of Executive’s death or disabilitypursuant to this Section 6(d); provided, however, that the Company must deliver to Executive aNotice of Termination not less than six (6) months prior to the Date of Termination set forththerein. For the purposes of clarity, this Section 6(d) shall in no way limit the right of theCompany to provide Executive a Non-Renewal Notice in accordance with Section 2, and Executive shallnot be entitled to any of the rights or benefits provided in this Section 6(d) in the event theCompany provides any such notice.               (ii) If Executive’s employment is terminated pursuant to this Section 6(d), neither theCompany nor the UTi Group shall have any further obligation or liability to Executive except thatExecutive shall be entitled to (a) continue to receive Executive’s then current monthly salary andto participate in applicable medical, dental and disability insurance
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plans, 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 severance payments equal to six (6) months of Executive’s then currentmonthly salary as set forth in Section 5(a), subject to the condition set forth in Section6(d)(iii) below. Subject to Section 23 below, such severance payments shall be payable in sixequal monthly payments commencing within sixty (60) days after Executive’s termination ofemployment. Executive shall not be entitled to a bonus for the fiscal year during which the Noticeof Termination is given; provided, however, Executive shall be entitled to receive any bonus earnedfor the previous fiscal year to the extent earned in accordance with its terms, but which remainsunpaid as of the Date of Termination.               (iii) Executive agrees that it is a condition precedent to the Company’s obligations to paythe severance payments provided for in sub-clause (b) of Section 6(d)(ii) above that Executiveexecute a general release and waiver prepared by the Company releasing and forever discharging theCompany and the UTi 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 thatsuch general release become irrevocable within sixty (60) days following Executive’s termination ofemployment. Executive agrees that Executive will not assign or transfer, or purport to assign ortransfer, to any person any claim or a portion thereof or any interest therein that Executive mighthave 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), the Company terminates Executive’s employment hereunder other than for Cause or Executive’sdeath or disability, then the Company shall be obligated to pay to Executive or Executive’s estatethe payments and benefits set forth in Section 6(e)(v). For the purposes of clarity, this Section6(e) shall in no way limit the right of the Company to provide Executive a Non-Renewal Notice inaccordance with Section 2, and Executive shall not be entitled to any of the rights or benefitsprovided in this Section 6(e) in the event the Company provides any such notice.               (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
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under subclause (A) or failed to take the actions necessary to cure the material adversereduction under subclause (B). Executive’s Notice of Termination shall set forth a Date ofTermination, which date shall be one (1) month after the date that the Notice of Termination isdelivered 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:                    (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 position, 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 and (b)severance equal to twenty four (24) months of Executive’s then current monthly salary as set forthin Section 5(a), subject to the condition set forth in Section 6(e)(vi) below. Subject to Section23 below, such severance shall be payable in twenty-four (24) equal monthly installments commencingwithin sixty (60) days after Executive’s termination of employment.               (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay theseverance payments provided for in sub-clause (b) of Section 6(e)(v) above that Executive execute ageneral release and waiver prepared by the Company releasing and forever discharging the Companyand the UTi Group and each and all of their respective owners, shareholders, members, predecessors,successors, assigns, agents, directors, officers and other representatives from any and all claims,charges, complaints, liabilities, controversies, rights, demands, costs, and expenses (other thanthe obligations of the Company set forth in Section 6(e)(v)), 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.          (f) Resignation by Executive. Executive shall be entitled to terminate Executive’semployment hereunder and the Employment Period at any time, for any or no reason, by delivering tothe Company a Notice of Termination not less than six (6) months prior to the Date of Terminationset forth 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 2 or 6(b) above) shall be communicatedby a written Notice of Termination to the other party hereto. For purposes of this Agreement, a“Notice of Termination” means a notice which (i) indicates the termination provision in thisAgreement relied 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, as the case may be.     **7. ****Exclusivity of Payments**. Upon termination of Executive’s employment hereunder,Executive shall not be entitled to any severance payments or severance benefits from the Company,UTi Worldwide or the UTi Group, other than the payments and benefits expressly provided in Section6 of this Agreement, except for any benefits which may be due to Executive in the normal courseunder any then applicable employee benefit plan or program of the Company that provides forbenefits after termination of employment in accordance with the terms of such plan or program.Executive’s right to receive payments or benefits under this Agreement upon termination ofemployment 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
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of the UTi Group obtained by Executive in the course of Executive’s employment or associationwith the Company or the UTi Group. The term “Proprietary Information” does not include anyinformation that (i) at the time of disclosure is generally available to and known by the public(other than as a result of its disclosure by Executive), (ii) becomes available to Executive on alawful, non-confidential basis from a person other than the UTi Group or its suppliers or customersor its or their representatives, provided that the source of such information was not known byExecutive to be subject to an obligation of confidentiality or otherwise disclosed such informationto Executive with the reasonable expectation that it would remain 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, Executive shallimmediately deliver to the UTi Group, or its authorized representative, all such property,including all copies, 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 UTi Group, in addition to all other rights andremedies they may have, may apply to any court of law or equity of competent jurisdiction for
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specific performance and/or injunctive or other relief to the extent authorized by law inorder to enforce or prevent any violations of the provisions thereof.     **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.     **14. ****Notice**. For purposes of this Agreement, notices, demands and all othercommunications provided for in the 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,
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on the fifth day after being sent by first class, certified or registered mail, return receiptrequested, postage prepaid, addressed as follows:             If to Executive: At Executive’s address as indicated on the books and records of the Company.             If to Company: At the Company’s executive headquarters (with a copy 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, are applicable, Executive’s payments and benefits underthis Agreement and all other arrangements or programs shall not, in the aggregate, exceed themaximum amount that may be paid to Executive without triggering golden parachute penalties underSection 280G and related provisions of the Internal Revenue Code of 1986, as amended, as determinedin good faith by the Company’s independent auditors. If Executive’s benefits must be cut back toavoid triggering such penalties, Executive’s benefits will be cut back in the priority orderExecutive designates or, if Executive fails to promptly designate an order, in the priority orderdesignated by the Company. Executive and the Company agree to reasonably cooperate with each otherin connection with any administrative or judicial proceedings concerning the existence or amount ofgolden parachute penalties on payments or benefits 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 the UTi Group, in each caseeffective as of the date of cessation of Executive’s employment. In addition, if (a) Executivegives the Company notice that either Executive desires to terminate this Agreement pursuant toSection 2 above or that Executive desires to terminate Executive’s employment pursuant to Section6(f) above, or (b) the Company gives notice to Executive that the Company desires to terminate thisAgreement pursuant to Section 2 above or that the Company desires to terminate Executive’semployment pursuant to Section 6(d) above, then in each case Executive agrees that at the requestof either the Company or UTi Worldwide that Executive shall promptly resign, as requested by eitherthe Company or UTi Worldwide, as an officer or director from every entity and company of the UTiGroup on which Executive is then serving as an officer or director, and any other entity or companyon which Executive is then serving as a director or officer at the request of the Company or UTiWorldwide. Executive hereby grants the corporate secretary of UTi Worldwide an irrevocable power ofattorney to execute on behalf of Executive all such resignations and documents and instruments andtake all such other actions as reasonably necessary to carry out the intention of this Section.
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     **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 andsupersede any and all other offer letters, agreements and understandings, either oral or inwriting, between the parties hereto with respect to the employment of Employee by the Company,including, without limitation, the Prior Agreement. Each party to this Agreement acknowledges thatno representations, inducements, promises or agreements, written, oral or otherwise, have been madeby any party, or anyone acting on behalf of any party, which are not embodied herein, and that noother agreement, statement or promise not contained 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.     **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. Notwithstanding anything in this Agreement to thecontrary, if any amounts that become due under this Agreement on account of Executive’s terminationof employment constitute “nonqualified deferred compensation” within the meaning
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of Code Section 409A, payment of such amounts shall not commence until Executive incurs a“separation from service” within the meaning of Treasury Regulation § 1.409A-1(h). If, at the timeof Executive’s termination of employment under this Agreement, Executive is a “specified employee”(under Internal Revenue Code Section 409A), any payments that constitute “nonqualified deferredcompensation” within the meaning of Code Section 409A on account of Executive’s “separation fromservice” (including any amounts payable pursuant to the preceding sentence) will not be paid untilafter the end of the sixth calendar month beginning after Executive’s separation from service (the“409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period,Executive shall be paid a lump sum payment in cash equal to any payments delayed because of thepreceding sentence, together with interest on them for the period of delay at a rate not less thanthe average prime interest rate published in the Wall Street Journal on any day chosen by theCompany during that period. Thereafter, Executive shall receive any remaining benefits as if therehad not been an earlier delay.[*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.,  a California corporation       By:         Name:         Title:                 **“Executive”**       **GUARANTEE**     In order to induce Executive to enter into the foregoing Employment Agreement, UTi WorldwideInc. hereby unconditionally and irrevocably guarantees to Executive and Executive’s estate andlegal representatives that it will cause the Company named in the Employment Agreement to performeach and all of its obligations under the Employment Agreement in accordance with the termsthereof. This guarantee of performance is a principal obligation of the undersigned and shallcontinue in full force and effect notwithstanding any amendments or modifications to the EmploymentAgreement.       UTi Worldwide Inc.,  a BVI corporation       By:         Name:         Title:       
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**EXHIBIT A TO EMPLOYMENT AGREEMENT**For purposes of the attached Employment Agreement, a “Change of Control of UTi Worldwide” shall bedeemed to have occurred if:               (i) a sale, transfer, or other disposition of all or substantially all of the assets andproperties of UTi Worldwide is closed or consummated;               (ii) any “person,” “entity” or “group” (within the meaning of Section 13(d)(3) and 14(d)(2))of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than UTi Worldwideor any majority owned subsidiary of UTi Worldwide, becomes the “beneficial owner” (as defined inRule 13d-3 under the Exchange Act), directly or indirectly, of securities of UTi Worldwiderepresenting fifty percent (50%) or more of the combined voting power of UTi Worldwide’s thenoutstanding securities that have the right to vote in the election of directors generally;provided, however, that the following shall not constitute a “Change of Control of UTi Worldwide”for purposes of this subclause (ii):                    (a) 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                    (b) any acquisition by an employee benefit plan (or related trust) sponsored or maintained byUTi Worldwide or any entity controlled by UTi Worldwide;               (iii) during any period of two consecutive years during the term of this Employment 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               (iv) 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.