exv10w14






Exhibit 10.14




October 1, 2008




Mr. William T. Gates

UTi Integrated Logistics

700 Gervais Street, Suite 100

Columbia, SC 29201




Dear Bill:



Reference is made to the amended and restated employment agreement between you and UTi, Services,
Inc. (together with its affiliates, the “Company”) dated October 1, 2008 (the “Employment
Agreement”). All capitalized terms used but not defined herein have the meaning set forth in the
Employment Agreement.



Pursuant to the terms of the Employment Agreement, unless neither party gives a Non-Renewal Notice,
your employment agreement is scheduled to expire on January 31, 2011 (the actual date of
termination, whether on January 31, 2011, or thereafter, is referred to in this letter as the
“Termination Date”). Following the Termination Date, (a) all outstanding but unvested stock
options, Retention RSUs and Performance RSUs held by you as of the Termination Date will continue
to vest in accordance with their terms if all of the following conditions are met: (1) you fulfill
all obligations under the Employment Agreement through the Termination Date, (2) you continue to
have a formal relationship with the Company (whether as an employee (in whatever capacity),
consultant or other recognized capacity) after the Termination Date and (3) you abide by all the
covenants set forth in the Employment Agreement that are intended to survive the termination of the
Employment Agreement (including but not limited to the confidentiality, non-compete and
non-solicitation obligations). If the Company fails to offer you a formal relationship within 15
days after the Termination Date (and you have indicated in writing your interest in having such a
relationship with a minimum commitment of at least 10 hours per week), then (a) all outstanding but
unvested stock options and Retention RSUs held by you as of the Termination Date will vest in their
entirety as of the Termination Date and (b) all Performance RSUs held by you as of the Termination
Date will vest on a pro rata basis as of the Termination Date, but only to the extent the relevant
performance criteria has been achieved for the full fiscal years preceding the Termination Date;
provided that if no full fiscal years have been completed prior to the Termination Date, then no
Performance RSUs shall vest.



In addition to the above, and notwithstanding the terms of any award agreements governing stock
options, Retention RSUs and Performance RSUs held by you, if your employment is terminated by the
Company prior to January 31, 2011, other than for cause, death or disability (each as defined in
the Employment Agreement) (the date of such termination being referred to in this letter as the
“Early Termination Date”), then (a) all outstanding but unvested stock options and Retention RSUs
held by you as of the Early Termination Date will vest in their entirety as of the Early
Termination Date and (b) all Performance RSUs held by you as of the Early Termination Date will
vest on a pro rata basis as of the Early Termination Date, but only to the extent the relevant
performance criteria has been achieved for the full fiscal years preceding the Early Termination
Date; provided that if no full fiscal years have been completed prior to the Early Termination
Date, then no Performance RSUs shall vest.



For the purpose of clarity, except as set forth in the Employment Agreement, you shall not be
entitled to any other rights or benefits as a result of the Company not continuing to have a formal
relationship with you after the Termination Date, and this letter does not obligate the Company in
any way to maintain a relationship with you following the Termination Date. Section 23 of the
Employment Agreement shall apply equally to the benefits provided under this letter as if such
benefits had been payable under the Employment Agreement.



Regards,



Roger I. MacFarlane