EXHIBIT 10.39**CHANGE OF CONTROL AGREEMENT**     THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) is effective as of the **[**___**]**day of**[**___**]**, 200**[**_**]**, between **[**UTi, Services, Inc., a California corporation**]**(the “Company”), and**[**___**]**(“Employee”).**RECITALS**     **WHEREAS**, the Company has determined that it is in the best interests of the Company, UTiWorldwide Inc. (“UTi Worldwide”) and the related group of entities and companies (UTi Worldwide,the Company and such related entities and companies are referred to herein collectively as the “UTiGroup”) to ensure that the UTi Group will have the continued dedication of Employee,notwithstanding the possibility, threat or occurrence of a “Change of Control of UTi Worldwide” (asdefined on Exhibit A attached to this Agreement and incorporated herein).     **NOW, THEREFORE**, in consideration of the promises and covenants set forth below, the partieshereto agree as follows:     **1. ****Termination of Employment Following a Change of Control of UTi Worldwide**.          (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees toprovide the Employee with the payments described in Section 1(b) below in the event that Employee’semployment with the Company is terminated by the Company other than for Cause (as defined below),death or Disability (as defined below) during the period commencing on the effective date of aChange of Control of UTi Worldwide and ending on the first anniversary of such effective date (suchperiod shall be referred to herein as the “Effective Period”). For purposes of this Agreement,termination for “Cause” shall include any termination by the Company as a result of (i) Employee’swillful failure to perform or the gross negligence in the performance of Employee’s material dutiesto the UTi Group (and if such willful failure or gross negligence is susceptible to cure byEmployee, the failure to effect such cure by Employee within thirty (30) days after written noticeof such willful failure or gross negligence is given to Employee), (ii) Employee’s engagement in anact of dishonesty involving or affecting the UTi Group or the falsification of records thereof,(iii) Employee’s indictment or conviction for a crime of theft, embezzlement, fraud,misappropriation of funds or other alleged act of dishonesty by Employee, or other crime involvingmoral turpitude, or (iv) Employee’s engagement in any violation of law relating to Employee’semployment or violation by Employee of Employee’s duty of care or loyalty to the UTi Group. Forpurposes of this Agreement, Employee shall be deemed to have become “Disabled” or to have suffereda “Disability” to the extent Employee is or has been incapable of performing substantially all ofEmployee’s duties and responsibilities to the Company for one hundred twenty (120) days or more inthe aggregate during any consecutive twelve (12) months.          (b) If Employee’s employment is terminated by the Company during the Effective Period otherthan for Cause, death or Disability, neither the Company nor the UTi Group shall have any furtherobligation or liability to Employee except that Employee shall be
 

 
 entitled to receive (a) the Accrued Benefits (as defined below) and (b) severance equal totwelve (12) months of Employee’s then current monthly salary, subject to the condition set forth inSection 1(c) below. Subject to Section 18 below, such severance shall be payable in twelve (12)equal monthly installments commencing within sixty (60) days after Employee’s termination ofemployment. For purposes of this Section 1(b), the phrase “Accrued Benefits shall mean, withrespect to Employee (i) the portion of Employee’s base salary which has been earned up to the dateof termination, (ii) compensation for any accrued and unused vacation up to the date oftermination, (iii) reimbursement for business expenses properly incurred up to the date oftermination and (iv) such benefits or payments to which Employee may be entitled under the termsand conditions of any benefit, equity, incentive or compensation plan, program or award applicableto Employee and Employee’s termination of employment to the extent accrued for the benefit of, orowing to, Employee as of the date of such termination of employment, excluding the terms of anyseverance or similar plan applicable to Employee (collectively, the “Accrued Benefits”).          (c) Employee agrees that it is a condition precedent to the Company’s obligations to pay theseverance payments provided for in Section 1(b) above that Employee execute a general release andwaiver prepared by the Company releasing and forever discharging the Company and the UTi Group andeach 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 than the obligations of theCompany set forth in Section 1(b)), and that such general release become irrevocable within sixty(60) days of Employee’s termination of employment. Employee agrees that Employee will not assignor transfer, or purport to assign or transfer, to any person any claim or a portion thereof or anyinterest therein that Employee might have against the UTi Group.     **2. ****Not a Contract of Employment**.     Employee acknowledges and agrees that Employee is an “at will” employee whose employment maybe terminated at any time for any or no reason, and except as specifically provided for herein,without liability. Nothing in this Agreement confers on Employee any right of continued employmentor restricts the Company’s right to terminate Employee’s employment at any time for any or noreason.     **3. ****Exclusivity of Payments**. Employee acknowledges and agrees that Employee is notentitled to any severance payments or other severance benefits from the Company, UTi Worldwide orthe UTi Group, other than the payments and benefits expressly provided in Section 1(b) of thisAgreement, except for any benefits which may be due to Employee in the normal course under any thenapplicable employee benefit plan or program of the Company that provides for benefits aftertermination of employment in accordance with the terms of such plan or program. Employee’s rightto receive payments or benefits under this Agreement upon termination of employment will cease ifEmployee breaches any provision of Sections 4 or 5 below.
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     **4. ****Proprietary Information**.          (a) Definition. Employee hereby acknowledges that Employee possesses and may make useof, 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 Employee in thecourse of Employee’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 byEmployee), (ii) becomes available to Employee 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 Employee to be subject to an obligation ofconfidentiality or otherwise disclosed such information to Employee with the reasonable expectationthat it would remain confidential.          (b) Nondisclosure. During the term of this Agreement and thereafter, Employee 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 Employee’s services under this Agreement.          (c) Agreement Not to Solicit Employees and Customers. To protect the ProprietaryInformation and trade secrets of the UTi Group, Employee agrees, during the term of Employee’semployment with the UTi Group and for a period of one (1) year thereafter, not to, directly orindirectly, either on Employee’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. Employee agrees that the covenants and agreements contained inthis Section 4 are reasonable and necessary to protect the Proprietary Information of the UTi Groupand that the covenants and agreements by Employee contained in this Section 4 shall be in additionto any other agreements and covenants Employee may have agreed to in any other employee proprietaryinformation, confidentiality, non-disclosure or other similar agreement and that this Section 4shall not be deemed to limit such other covenants and
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agreements, all of which shall continue to survive the termination of this Agreement inaccordance with their respective terms. A breach of the terms and covenants of such othercovenants and agreements shall be deemed to be a breach of the provisions of this Section 4 andthis Agreement.     **5. ****Protection of Property**. All records, files, manuals, documents, specifications,lists of customers, forms, materials, supplies, computer programs and other materials furnished tothe Employee by the UTi Group, used on its behalf or generated or obtained during the course of theperformance of the Employee’s services hereunder, shall at all times remain the property of the UTiGroup. Upon termination of Employee’s employment with the UTi Group, Employee shall immediatelydeliver to the UTi Group, or its authorized representative, all such property, including allcopies, remaining in Employee’s possession or control.     **6. ****Specific Performance**. In the event of the breach by Employee of any of theprovisions of Sections 4 or 5, 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 forspecific performance and/or injunctive or other relief to the extent authorized by law in order toenforce or prevent any violations of the provisions thereof.     **7. ****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 Employee’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.     **8. ****Representation by Counsel**. Employee acknowledges that Employee has been given theopportunity to consult legal counsel and seek such advice and consultation as Employee deemsappropriate or necessary.
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     **9. ****Successors; UTi Group**. This Agreement is personal to the Employee and is notassignable by the Employee. 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, Employee agrees that Employeeis an employee only of the Company (or its successors or assigns, if applicable) and not anemployee of any other entity or member of the UTi Group; provided, however, that the Company mayassign Employee to another member of the UTi Group for payroll purposes.     **10. ****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, on thefifth day after being sent by first class, certified or registered mail, return receipt requested,postage prepaid, addressed as follows:   If to Employee: At Employee’s address as indicated on the booksand records of the relevant member of the UTi Group.   If to Company: At the UTi Group corporate offices at 100Oceangate, Long Beach, California 90802, Attention: General Counsel.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.     **11. ****Section 280G**. To the extent that Section 280G and any related provisions of theInternal Revenue Code of 1986, as amended, are applicable, Employee’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 Employee 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 Employee’s benefits must be cut back toavoid triggering such penalties, Employee’s benefits will be cut back in the priority orderEmployee designates or, if Employee fails to promptly designate an order, in the priority orderdesignated by the Company. Employee 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 Employee receives.     **12. ****Resignation from Positions**. Upon Employee’s cessation of employment with theCompany for any reason, Employee agrees that Employee shall be deemed to have resigned as anofficer and as a director from every entity and company of the UTi Group for which Employee is thenserving as an officer or director, and any other entity or company for which Employee 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 Employee’s employment. Employee
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hereby grants the corporate secretary of UTi Worldwide an irrevocable power of attorney toexecute on behalf of Employee all such resignations and documents and instruments and take all suchother actions as reasonably necessary to carry out the intention of this Section.     **13. ****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 agreements and understandings, either oral or in writing, between theparties hereto with respect to the subject matter hereof. Each party to this Agreementacknowledges that no representations, inducements, promises or agreements, written, oral orotherwise, have been made by any party, or anyone acting on behalf of any party, which are notembodied herein, and that no other agreement, statement or promise not contained in this Agreementshall be valid or binding.     **14. ****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 Employee 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 Employee is not employed inCalifornia, the jurisdiction where Employee is employed by the Company.     **15. ****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.     **16. ****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.     **17. ****Survivability**. The provisions in Sections 4, 5, 6, 7, 9, 10, 11, 12, 14, 15, 17and 19 of this Agreement shall survive any termination of this Agreement.     **18. ****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.     **19. ****Section 409A Compliance**. Employee 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 Employee from incurring them, or to
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mitigate or protect Employee from any such tax liabilities. Notwithstanding anything in thisAgreement to the contrary, if any amounts that become due under this Agreement on account ofEmployee’s termination of employment constitute “nonqualified deferred compensation” within themeaning of Code Section 409A, payment of such amounts shall not commence until Employee incurs a“separation from service” within the meaning of Treasury Regulation § 1.409A-1(h). If, at the timeof Employee’s termination of employment under this Agreement, Employee 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 Employee’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 Employee’s separation from service (the“409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period,Employee 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, Employee shall receive any remaining benefits as if therehad not been an earlier delay.     **20. ****Termination**. Notwithstanding any other provision contained herein, this Agreementshall terminate upon the earlier to occur of (i) Employee’s cessation of employment with the UTiGroup, or (ii) twelve (12) months prior written notice from the Company; provided,however, that, in the case of subclause (i) of this sentence, if Employee’s employment withthe UTi Group was terminated by the Company other than for Cause or Employee’s death or Disabilityin connection with or in anticipation of a Change of Control of UTi Worldwide, then for purposes ofthis Agreement, Employee shall be deemed to be employed by the Company as of the date of the Changeof Control of UTi Worldwide; provided, further, that any termination of thisAgreement pursuant to subclause (ii) of this sentence shall not relieve the Company from anyobligation to make the payments described in Section 1(b) which arises from a Change of Control ofUTi Worldwide occurring prior to the termination of this Agreement.[*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.,